Contract No. 3571 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and Trapeze Software Group, Inc. (“Trapeze”), is made with reference to the following:
RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. Trapeze is qualified to do business, and is doing business, in the State of California.
Trapeze represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and Trapeze now desire to enter into an agreement for Trapeze to provide professional services to City. Trapeze will perform these professional services in part using software that City has previously licensed from Trapeze pursuant to Software License Agreement Number 8928 (CCS) executed between City and Trapeze on or about February 10, 2009, as modified, with the latest modification, the Fourth Modification, executed June 4, 2020.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2021, unless sooner terminated in accordance with Section 14.
2. Trapeze Services. Trapeze will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Trapeze will complete the Services in accordance with Exhibit A-1, Trapeze’s submittal in response to the informal Request for Proposals issued by City on June 9, 2020 (the “RFP”) Scope of Services, and Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to Trapeze any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by Trapeze.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 8/11/2020
4. Compensation. The City will compensate Trapeze for the Services performed in an amount not to exceed $54,550, as set forth in Exhibit B, Budget. This amount includes $29,950 to cover the original scope of work established by the RFP, as well as an additional $24,600 to cover the expanded scope of work that was established subsequent to Trapeze’s submittal in response to the RFP and the award of the bid to Trapeze..
5. Invoices. Trapeze will invoice the City for the Services in accordance with Exhibit B, Budget, and the City will pay any undisputed amount within 30 days of receipt. In the event of an invoice dispute, City shall have ten (10) business days from date of receipt of invoice to advise Trapeze of the reasons for disputing the invoice in question. If Trapeze has not received such notification within such time frame, the invoice in question shall be deemed accepted by City.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Big Blue Bus
City of Santa Monica
1620 6th Street
Santa Monica, California 90401
Attention: Eric Hoch
Re: Contract No. <3571>
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. <3571>
6.2 All notices, demands, requests or approvals to Trapeze:
Trapeze
5265 Rockwell Dr. NE
Cedar Rapids, Iowa 52402
Attention: Legal Department
Tel: (319) 329 9054 / Email: [email protected] Re: Contract No. <3571>
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of Trapeze or any of Trapeze’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and Trapeze, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, Trapeze must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Trapeze or Trapeze’s agents, representatives, employees or subconsultants for the duration of this Agreement. Trapeze must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements.
10. Defense, Indemnification, and Limitation of Liability.
10.1 Indemnification. As to Trapeze's Services produced under this Agreement, Trapeze agrees to defend, indemnify, protect, and hold harmless the City, its officers, boards and commissions, and employees(collectively,"City Indemnitees")fromand against any and all third party liability, claims, demands, damages, or costs, including attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the negligent acts, errors and/or omissions or wilful misconduct of Trapeze, or Trapeze's employees, officers, and subconsultants. If Trapeze fails to defend the City Indemnitees hereunder, City has the right to conduct the defense and seek reimbursement for reasonable costs of defense from Trapeze, if City chooses to do so.
10.2 Enforcement Costs. Trapeze agrees to pay any and allcosts the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1. subject to an award as determined by a court of competent jurisdiction.
10.3 Exclusion of Claims and Liability. Except with respect to the indemnification provisions set forth in Section 10.1 and except with respect to claims arising from Trapeze's negligence or wilful misconduct resulting in personal injury, death or damage to tangible property, Trapeze's entire liability and responsibility for any claims, damages or losses whatsoever arising from or in connection with this agreement shall be absolutely limited to twice the total amount of the Services fees paid by the City for the Services under this Agreement.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2
11. Prohibition Against Transfers. Trapeze may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which shall not be unreasonably withheld. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer. Notwithstanding the aforementioned, in the event of an assignment or novation of this final contract to a Trapeze affiliate pursuant to a corporate reorganization, Trapeze shall not require the City’s consent. Otherwise, Trapeze expects the City’s consent shall not be unreasonably withheld.
12. Permits and Licenses. Trapeze, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, and licenses as required by law.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If Trapeze fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of twenty (20) business days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Trapeze.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving thirty (30) days’ written notice to Trapeze. Upon termination of this Agreement pursuant to this Section 14.2, City will pay Trapeze any compensation earned and unpaid pursuant to this Agreement, up to the effective date of termination.
15. Compliance with Law. Trapeze must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
16. Discrimination. Trapeze may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. Trapeze may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of Services under this Agreement.
18. Records.
18.1 Trapeze must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 services provided where compensation is on the basis of hourly rates. Trapeze must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 Trapeze must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.
Trapeze must clearly identify all records and make them readily accessible to City. At City’s request, Trapeze must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 Trapeze must allow the City to have free access to Trapeze’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Trapeze’s records, and Trapeze agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Trapeze, Trapeze agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by Trapeze or any subconsultant for this Agreement will be the exclusive property of the City. No work product given to or prepared by Trapeze or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Trapeze without prior written approval by the City.
19.2 At the City’s reasonable request, Trapeze must furnish reports concerning the status of the Services as described in the Scope of Work, Exhibit A
20. Standard of Care. Trapeze agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Trapeze’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If Trapeze proposes to have any subconsultant perform any part of the Services, Trapeze must submit a request for approval in writing, describing the scope of work to be subcontracted and the the name of the proposed subconsultant..
The City, in its reasonable discretion, may grant or deny the request.
21.2 Trapeze will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Trapeze and any subconsultant (or between any subconsultant and others) must contain the DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 3571 (CCS) entered into between the City of Santa Monica and Trapeze on^^____________________.
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and Trapeze agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time.
25. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit A-1 Trapeze Submittal In Response to RFP
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
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
#VENDOR
By: ________________________________
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 George Cardona
8/1/2020
Interim City Attorney
Deborah Mills
8/6/2020
VP, Finance
dm
8/11/2020
Interim City Manager
8/11/2020
Lane Dilg
City Clerk
Denise Anderson-Warren
8/11/2020
Exhibit A
Scope of Services
1 INTRODUCTION
Big Blue Bus (BBB), a City of Santa Monica department, provides fixed route service to more than 58 square miles in greater Los Angeles for over 13.3 million rides each year.
BBB’s fixed route service consists of twenty (20) routes serving 906 bus stops utilizing up to 95 vehicles during peak operations.
BBB currently manages their fixed route scheduling service using the Trapeze FX and Blockbuster(BB)solutions. BBB is seeking Trapeze FX and BB transit scheduling support services for the upcoming September 27th, 2020 service change.
Trapeze is proposing FX and BB services to complete the September 27th, 2020 service change and to support BBB’s requirements for the Transit Scheduling RFP. This statement of work defines the services and deliverables and outlines the required roles, responsibilities, and resource requirements to complete the fixed route scheduling activities for the September 27th service change. 2 TRAPEZE PROFESSIONAL SERVICES
2.1 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 support the transit scheduling services as identified in this statement of work.
• Technical Product Specialist(s): The primary technical point(s) of contact supporting the installation, data development, configuration, and testing of the Software.
2.2 IMPLEMENTATION METHODOLOGY OVERVIEW
This project will be executed in a phased approach, with key activities identified below:
1. Project Kick-Off
2. Fixed Route Scheduling
3 PROJECT IMPLEMENTATION APPROACH
3.1 PROJECT KICK-OFF
Following contract execution, Trapeze and BBB will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 responsibilities, key risks and the preliminary project schedule. Project teams from both Trapeze and BBB are expected to attend the kick-off meeting.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2
3.2 FIXED ROUTE SCHEDULING
Trapeze will provide technicalsupport to complete the September 27th, 2020 service change. The following activities, Software support services and data development updates will be completed to meet BBB’s service change requirements:
1. Route Definition
• Changes to two (2) routes and associated patterns
2. Trip building
• Changes to run times on up to five (5) routes for Weekday Service • Modifying the schedule on up to four (4) routes for Weekday Service
3. Blocking
• Re-blocking as required for the modified routes and trips for the Weekday Service Group • Re-assigning garages as required for the Weekday Service Group • Updating vehicle type assignments as required for the Weekday Service Group
4. Runcutting
• Generating up to three (3) runcut scenarios for the Weekday Service Group • Ensuing that the final runcut is compliant with BBB’s current collective bargaining agreement
5. Fixed Route Data Management
• Assistance with running standard FX Data Integrity Checks • Validating potential schedule data issues
6. Reporting
• Assistance with printing Trapeze reports (including paddles) utilizing the modified schedule data
7. OPS and TransitMaster (TM)
• Technical support for the schedule import into OPS and TM as required
3.3 RESPONSIBILITIES AND DELIVERABLES
Activity Trapeze Responsibilities BBB Responsibilities Deliverables Project Kick-Off
• Lead project kick-off
meeting
• Collaborate with BBB in
developing project
schedule
• Assist in developing project
schedule and kick-off
presentation
• Provide inputs for BBB -led
activities
• Provide database backup
• Kick-off meeting
• Kick-off Presentation
(MS PowerPoint)
• Preliminary project
schedule (revised as
necessary)
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Activity Trapeze Responsibilities BBB Responsibilities Deliverables • Provide branding guide
• Procure signed agreement with
PSP
• Draft Project Plan
Fixed Route
Scheduling
• Perform schedule data
updates
• Support BBB testing
• Review schedule data updates
• Validate OPS and TM data and
imports
• Validate data integrity results
• Completed fixed
route schedule for
the September 27th
service change
4 PROJECT DURATION
This implementation is expected to be completed within two (2) months from the completion of the project kick-off meeting. The project timeline below outlines the expected activities for the September 27th service change:
5 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 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.
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.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 6 BBB RESOURCEREQUIREMENTS
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.
Resource Resource Allocation Responsibilities
Project Manager
20% of their time for the
full duration of the
project
• Coordinate all resources from BBB
• Coordinate conference calls and meetings, asrequired
• Coordinate completion of schedule data
• Coordinate BBB activities
• Work with the Trapeze project manager to identify
risks, issues, and mitigations throughout theproject
Subject Matter
Experts
20% of their time for the
full duration of the
project
• Assist project manager with completion of allschedule changes and updates
• Validate results from the FX data integrity check
• Validate data results from the reports and paddles
System Administrators
/ IT
20% of their time for the
full duration of the
project
• Configure and maintain environments
• Assist with troubleshooting network or technical issues • Provide access to servers as necessary throughout the project
• Maintain system security controls & permissions, user accounts, etc.
7 PROJECT ASSUMPTIONS
1. BBB is responsible for the purchase and installation of any required server hardware (if necessary).
2. BBB will provide Trapeze with full remote access to their Trapeze FX and Blockbuster Software as required (several times per week during project). VPN access is preferred.
3. Any services or requests not identified within this statement of work 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.
4. Any integration with third party Software or systems will be the responsibility of BBB.
5. All documentation and execution of test cases will be the responsibility of BBB.
6. It is expected that a BBB system administrator will be readily available for all configuration activities.
7. All services will be provided remotely.
8. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.
9. All services will be performed using BBB’s existing version of the Trapeze Software.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 8 APPENDIX A – SCHEDULECHANGES
Route Day Type Changes Type of Change Changes Already
Completed
1 Wk
Delete EB trips:
11:06 PM, 11:26 PM, 11:46 PM
Delete WB trips:
11:04 PM, 11:24 PM, 11:44 PM, 12:04 AM
Schedule Runtimes
adjusted
Sa
Delete EB trips:
11:06 PM, 11:26 PM, 11:46 PM
Delete WB trips:
11:04 PM, 11:24 PM, 11:44 PM, 12:04 AM
Schedule
Su
Delete EB trips:
11:06 PM, 11:26 PM, 11:46 PM
Delete WB trips:
11:04 PM, 11:24 PM, 11:44 PM, 12:04 AM
Schedule
2 Wk Route and stop changes Route
Sa Delete WB trips:
7:26 AM Schedule
Su Delete EB trips:
9:10 PM, 9:40 PM Schedule
3 Wk
Delete NB trips:
11:05 PM, 11:25 PM, 11:45 PM, 12:05 AM
Delete SB trips:
11:20 PM, 11:40 PM, 12:00 AM
Schedule Runtimes
adjusted
Sa
Delete NB trips:
11:05 PM, 11:25 PM, 11:45 PM, 12:05 AM
Delete SB trips:
11:20 PM, 11:40 PM, 12:00 AM
Schedule
Su
Delete NB trips:
11:05 PM, 11:25 PM, 11:45 PM, 12:05 AM
Delete SB trips:
11:20 PM, 11:40 PM, 12:00 AM
Schedule
5 Wk Delete EB trips:
6:50 PM Schedule
7 Wk
Copy over Feb 2020 schedule but use Sep 2020
runtimes
Change EB 10:50 PM trip to 11:00 PM start time
Delete EB trips:
11:10 PM, 11:30 PM, 11:50 PM
Delete WB trips:
11:14 PM, 11:34 PM
Runtime /
Schedule
Runtimes
adjusted
Timepoint
removed at Pico
& San Vicente on
EB trips
Sa
Change EB 10:50 PM trip to 11:00 PM start time
Delete EB trips:
11:10 PM, 11:30 PM, 11:50 PM
Schedule Timepoint
removed at Pico
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Route Day Type Changes Type of Change Changes Already
Completed
Delete WB trips:
11:14 PM, 11:34 PM
& San Vicente on
EB trips
Su
Change EB 10:50 PM trip to 11:00 PM start time
Delete EB trips:
11:10 PM, 11:30 PM, 11:50 PM
Delete WB trips:
10:34 PM
Schedule
Timepoint
removed at Pico
& San Vicente on
EB trips
8 Wk
Delete EB trips:
10:45 PM
Delete WB trips:
10:40 PM, 11:40 PM
Schedule
Sa
Delete EB trips:
10:45 PM
Delete WB trips:
10:40 PM, 11:40 PM
Schedule
Su No change N/A
9 Wk
Calendar school exceptions
Delete NB trips:
8:45 PM
Delete SB trips:
9:20 PM
Calendar /
Schedule
Sa
Rebuild schedule with 40 min headway and new
runtimes
Delete NB trips:
8:45 PM
Delete SB trips:
9:20 PM
Runtime /
Schedule
Su Rebuild schedule with 40 min headway and new
runtimes
Runtime /
Schedule
R10 Wk Route and stop changes Route
R12
Wk
Delete NB trips:
10:17 PM
Delete SB trips:
10:50 PM
Schedule
Runtimes
adjusted
Schedule
adjusted
Sa
Delete NB trips:
10:17 PM
Delete SB trips:
10:50 PM
Schedule
Su No change N/A
14 Wk Calendar school exceptions Calendar
Sa Delete NB trips:
5:16 AM Schedule
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Route Day Type Changes Type of Change Changes Already
Completed
Su No change N/A
15 Wk Calendar school exceptions Calendar
16 Wk No change N/A
17 Wk
Import weekday schedule from Feb 2020 but
maintain Sep 2020 runtimes
Route and stop changes
Adjust to 15-minute headway between 7:30 and
10:30 AM
Route /
Schedule
Runtimes
adjusted
Sa
Route and stop changes
Delete NB trips:
7:30 PM
Route /
Schedule
Su
Route and stop changes
Delete NB trips:
6:50 AM, 7:20 AM, 7:30 PM
Delete SB trips:
7:35 AM
Route /
Schedule
18 Wk Delete EB trips:
8:00 PM Schedule
Sa Delete WB trips:
7:51 AM, 7:49 PM Schedule
Su
Delete EB trips:
7:20 AM, 7:50 AM, 6:57 PM
Delete WB trips:
7:51 AM, 8:18 AM, 6:46 PM
Schedule
23 Wk Delete all service Schedule
27 Wk Adjust runtimes Runtime Schedule
adjusted
41 Wk No change N/A
Sa Delete trips:
6:30 PM Schedule
Su Delete all service Schedule
42 Wk No change N/A Route not in
service
43 Wk No change N/A
44 Wk No change N/A Route not in
service
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Exhibit A-1
Tapeze Submittal In Response to RFP
(Excluding Appendix B)
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 City of Santa Monica (BBB)
RFP:Transit Scheduling
June 18, 2020
Submitted by:
Trapeze Software Group, Inc.
5265 Rockwell Dr. NE, Cedar Rapids, IA, USA 52402
Marcia Glazier, Inside Account Executive
Tel: (319) 329 9054 Fax: 905-238-8408
[email protected]
<f:rrap eze TM
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 5265 Rockwell Drive NE, Cedar Rapids, IA USA 52402 l (t)319.743.1000 l (f) 319.366.7406 l [email protected] www.trapezegroup.com Cover Letter
June 18, 2020
Eric Hoch
Transit
Planner
Email: [email protected]
Dear Mr.
Hoch,
RFP: Transit Scheduling
As your current technology partner for Fixed Route Planning, Scheduling, and Operations, Trapeze Software Group, Inc (“Trapeze”) is pleased to submit the response to your Request for Proposal for Scheduling Services.
Trapeze has a long history of innovation and a culture dedicated to setting the standard of what it means to be a market leader. For this reason, we understand and value BBB’s immediate need for scheduling services.
Within the contents of this response, you will find a detailed description of how Trapeze can assist with operationalizing the upcoming schedule changes for your upcoming September 27, 2020 Service Change.
You will see how our solution utilizes in house knowledge of Trapeze’s “State of the Art” scheduling algorithms to effectively coordinate your complex routing systems.
What Does This Mean for BBB?
As a market leader 100% committed to the transit industry, we are uniquely suited to deliver on your vision.
Our solution provides the following benefits:
• Knowledge and familiarity with BBB’s scheduling practices • In house expertise on Trapeze FX and Blockbuster
• Internal support team for testing and troubleshooting integrations with TransitMaster and OPS • A successful track record backed by over twenty-five (25) years of schedulingexperience Our project team has extensive experience leading numerous innovations and implementing successful scheduling-based solutions all across North America. We place a high value on enterprise system integration and focus on creating services that work across platforms and seamlessly exchange data. This efficiency takes the strain off of your staff, saves the organization time and money, and allows you to focus on what matters most – your customers.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 5265 Rockwell Drive NE, Cedar Rapids, IA USA 52402 l (t)319.743.1000 l (f) 319.366.7406 l [email protected] www.trapezegroup.com Trapeze Corporate Information
Company Name: Trapeze Software Group, Inc.
Legal Form of the Firm: Corporation
Incorporated Under the Laws of: Delaware
Address: 5265 Rockwell Dr. NE, Cedar Rapids, IA, USA 52402 Authorized Representative to Bind the
Company:
Deborah Mills, Vice President - Finance
Contact Person During Evaluation Period: Marcia Glazier, Inside Account Executive, (319) 329 9054 or email at [email protected]
EnclosedProposal,AddendaAcknowledgement,Validity
Period
We have enclosed one copy of our proposal on email. Trapeze acknowledges receipt of response to questions on June 12, 2020. Our proposal is valid for one hundred and twenty (120) days from the proposal due date, June 18, 2020.
Trapeze appreciates this opportunity to earn your business. If you have any questions or require additional information, please contact Marcia Glazier, Inside Account Executive, (319) 329 9054 or email by-email at [email protected]
Yours very truly,
TRAPEZE SOFTWARE GROUP, INC.
Deborah Mills
Vice President, Finance
Encl. Trapeze Proposal
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed TableofContents Table of Contents
Company Profile ......................................................................................................................................... 1 Trapeze Overview....................................................................................................................................................1 Corporate Organization Chart.................................................................................................................................2 Market Commitment...............................................................................................................................................3 Project Team .............................................................................................................................................. 5 Resumes..................................................................................................................................................... 6 Client References ...................................................................................................................................... 7 Implementation plan and timeline............................................................................................................ 8 Trapeze Professional Services ...............................................................................................................................8 Project Implementation Approach..........................................................................................................................8 Price proposal...........................................................................................................................................12 Appendices ..............................................................................................................................................13 Appendix A: Santa Monica Business License......................................................................................................................... 14 Appendix B: Trapeze Software License and Maintenance Agreement.................................................................................. 15 DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed Company Profile l Page 1 Company Profile
Trapeze Overview
Trapeze provides comprehensive technology solutions to the transportation industry. We make up the People Transportation market segment within Volaris Group Inc. (www.volarisgroup.com) – a company that provides specialized, mission-critical solutions to vertical markets around the world. With thousands of implementations across the globe we understand the unique challenges of public transport. Our solutions improve service and increase efficiency for transit and passenger railroad organizations.
Our North American division provides systems that help run transit and railroad organizations of all sizes, from the smallest community-based agencies to the largest authorities in North America. Our enterprise offering includes back office systems for scheduling and planning, operations and workforce management, business intelligence, faring, safety management, vehicle intelligence, yard management, passenger information, onboard communications systems, and enterprise asset management.
Today’s transportation agencies require integrated systems and we provide the best solutions to meet the needs of all your various stakeholders. Our comprehensive solution bridges the data and communication gap, helping to create a continuous connection linking vehicles, customers, staff, operations and maintenance.
Highlights of our company, team and solution which enable us to deliver this project for City of Santa Monica, • Our customer satisfaction rate and customer retention rate are both consistently over95% • We offer tier-one solutions for mission-critical areas of transit and railroadorganizations • Our proposed end-to-end, off-the-shelf solution meets and may exceed yourrequirements • We make ongoing, significant investments in research and development • Our tenured implementation and support teams have exceptional experience in the industry DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed Company Profile l Page 2 Office Locations
Corporate Organization Chart
Trapeze Software Group, Inc. is a subsidiary of Trapeze Software ULC, which is a market segment of Volaris Group. Volaris is an operating group of Constellation Software Inc. (CSI) Constellation provides international market-leading hardware, software, and services to a number of industrzies across both the public and private sectors. Founded in 1995, Constellation builds vertical-market software businesses that provide mission-critical solutions for customers in those industries. The organization has more than 15,000 employees worldwide,
supporting a 125,000- strong customer base across more than 100 countries.
CSI is a publicly traded corporation and is listed on the Toronto Stock Exchange (TSX). Based on the requirements of securities law applicable to Trapeze Software ULC’s parent company, Constellation Software Inc., release of any nonpublic financial information outside of those disclosed in the Constellation quarterly and annual filings is prohibited, thus Trapeze cannot directly release any financial data to individual customers. For more information, please see the CSI website (www.http://www.csisoftware.com/).
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed Company Profile l Page 3 Market Commitment
We know public transportation – it’s all we do. We have been exclusively dedicated to the industry for over 26 years with over 150 transit and railroad customers using one or more of our tools in North America alone.
Our core values of innovation, integrity, customer value and our people ensure we are committed to continuous investment in our technology applications and in the expertise of our people to help agencies improve their operations and the rider experience.
To help us invest wisely and meet your needs — from product direction to implementation, from training to customer care — we are out of the office observing teams at work, riding transit and rail and understanding the vision and direction for yours and other agencies. We live by the principle that: ‘Nothing Important Happens in the Office’ (NIHITO). There are plenty of people doing extremely valuable work in the office, however, for us to fully understand our customers’ needs now and for the future, we need to engage with them broadly and often, conducting discovery on their properties, experiencing their day to day work, pains and challenges first hand.
Nothing better informs the direction of our tools than understanding the problems they are designed to solve.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed Company Profile l Page 4 Connection with other Trapeze applications enables everyone in your organization to be automatically informed or called to action when required, saving time and money with no duplicated communication or data entry.
Most importantly, our native enterprise integration helps you to radically elevate your riders’ experience while also improving your business with transit intelligence tools.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed ProjectTeamlPage5 Project Team
The proposal must identify the individual designated as the overall Project Manager. This individual will act as the main point of contact for all issues regarding work completed under contract. The proposal must also identify the specific personnel who will be assigned to complete the anticipated scheduling tasks.
Figure 1: Project Organization Chart
GabrielAcevedo
Project Manager
Harry Preston Andres Cruz
TechnicalProduct
Specialist
Sr. TechnicalProduct
Specialist
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed ResumeslPage6 Resumes
Resumes for project manager and key personnel. Resumes for scheduling personnel must include relevant Trapeze experience DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Gabriel Acevedo has over 11 years of experience in customer relationship and managing Software Delivery projects/Systems Integration in a Government setting including Pubic Transit.
EXPERIENCE
2019 – present | PROJECT MANAGER, Trapeze Group
Gabriel is responsible for ensuring the successful delivery of over 14 projects within Professional Services. He is working with several clients and many of Trapeze’s products including OPS, PASS-Web, PASS-APPS, PASS-IVR, PASS-EMAIL, EZ_WALLET, FX/BB and Trapeze Managed Cloud Services
2017 – 2019 | SENIOR IT PROJECT MANAGER – ENTERPRISE
SOLUTIONS, City of Hamilton
Gabriel was responsible for directing, managing, and coordinating team members including resources for multiple projects, including Project Manager(s), staff from other City areas, user groups, internal and external consultants and contractors while maintaining overall control of the schedule and Project(s) Deliverables.
2013 – 2017 PROJECT MANAGER / BUSINESS ANALYST
City of Hamilton – Hamilton Street Rail
Gabriel was responsible for managing a variety of projects related to Transit IT as well as participating in the strategic planning and direction of the Transit Business Applications Section while ensuring successful day-to-day public transit operations (server, application and tool upgrades)
2010 – 2013 TRANSIT BUSINESS APPLICATIONS DEVELOPER
City of Hamilton - Hamilton Street Rail
Gabriel was accountable for supporting internal and external IT transit issues by communicating effectively with all levels of
City staff and vendors. He has hands on experience working with transit management software (Trapeze) applications (Scheduling, Operations, Maintenance, Customer Service, AVL, Communications) as well as knowledge of transit business procedures
EDUCATION
2013 – 2015 MCMASTER - GK
Associates Certificate in IT Project Management
Risk Management, Agile Project Management, Schedule and Cost Control
Gabriel Acevedo
Project Manager
PROJECTS
Fresno Area Express
Implementation of OPS-SIT
SORTA - Southwest Ohio Regional Transit
Authority (Cincinnati)
Implementation of OPS New Work Pay Rules,
Full Suit Migration to Trapeze Managed Cloud
Solution
San Diego - Metropolitan Transit System
(MTS) (San Diego)
Implementation of PASS-WEB – IVR –
EZ_WALLET
REFERENCES
Fresno Area Express
IT Business Manager
Darlene Christiansen
(559) 621-1469
[email protected]
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Mr. Preston is a well-known expert in public transport routing and workforce management solutions. He has more than 43 years in designing, developing, and installing computerized business solutions for public transportation operations and greater than 51 years of experience with computer systems.
In his current role, Mr. Preston has controlled and implemented all aspects of new installation projects, from the initial operational review through to the final client signoff. This includes managing and conducting the complete software installation, network integration solutions, client customizations, and data development. He has also directed advanced training programs for clients who have implemented Trapeze’s fixed route transit software.
Mr. Preston has a strong logistics and systems analysis background. Coupled with his years of experience working with transportation providers, he has the knowledge to develop advanced solutions for the requirements of the industry. He excels in providing quality technology solutions in a timely and cost-effective manner.
Since joining Trapeze in 1994 Mr. Preston has been involved with many Trapeze installations, providing solutions for complex routing issues. He has worked with many transportation operations and authorities in North America and the United Kingdom.
EXPERIENCE
1994 - present | Senior Technical Product Specialist, Trapeze Group Mr. Preston is involved in a wide range of products in the Planning, Scheduling, and Operations group. He provides training, data development, and consulting services as well as valuable technical support in many of the Fixed Route implementations. He performs operational reviews to determine the scope of work and customization requirements.
He customizes client specific union contracts for the both FX and BlockBuster run-cutting systems. He provides Customer Care support for Fixed Route clients.
From 1977 - 1994 | Development/Installation Specialist/ Manager, Teleride Sage Prior to joining Trapeze, Mr. Preston worked for the transit software company Teleride Sage where he was responsible for the development, customization, installation and maintenance of a wide range of on-line scheduling, run-cutting, and rostering software packages.
EDUCATION
McMaster University (Hamilton, Ontario)
Ph.D. Mathematical Science - 1969 B.Sc. Mathematical Science - 1964 Harry J.T. Preston
Senior Technical Product Specialist
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Mr. Cruz has an extensive operations background and has been part of planning and scheduling overall functions over the last fourteen years. He has experience in firsthand Scheduling, Run Cutting, Rostering, User Training for FX and Blockbuster, Data analysis and Optimization practices. He has a deep understanding of operational management and providing analysis support in development.
EXPERIENCE
2017 - Present | Senior Technical Specialist, Trapeze Group As a Technical Product Specialist, Andres is
responsible for providing technical support to Trapeze
FX-BB customers on new and current project
implementations. This support generally includes
business requirements gathering, product testing and
installation, training, go-live support, and Andres also provides support in any other areas as needed to
satisfy project requirements.
2011 - 2017 | Assistant Manager, WMATA
As the Assistant Manager of Bus Scheduling, Andres
was responsible for overseeing all aspects of Fix Route Scheduling. Helped with efficiencies, performance,
strategies and supported the strategic goals of
improved service delivery. Andres was responsible for
developing training sessions and materials for all users of (FX-BB).
EDUCATION
Moorpark College Cal-State Northbridge
Bachelor of Science: Electrical Engineering
Andres Cruz
Technical Product Specialist
PROJECTS
Halifax Transit
Implementation of FX-Blockbuster-GTFS
Fixed Route Scheduling, Run Cutting, Rostering,
Export interface, Training
Washington Metropolitan Transit Authority
(WMATA)
Fixed Route Bus Optimization, FX-BB Training
Metropolitan Transit Authority of Harris County
(Houston)
Implementation of Blockbuster
Run Cutting, Rostering, Training
Toronto Transit Commission (TTC)
FX Upgrade, CSS Interface
Interface enhancements, FX Training
Sunline Transit Agency (Thousand Palms)
FX, Blockbuster Training
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed ClientReferenceslPage7 Client References
References must include the name and contact information for client/reference and a description of the services provided (max 3)
Trapeze FX/Blockbuster solution is implemented in more than 125 agencies around the world and is the most widely used scheduling system in North America. Many of your peer, regional agencies use Trapeze FX/Blockbuster to manage schedules including SORTA, TARC, GDRTA and COTA. BBB can be confident that Trapeze will provide a fully featured system that is well established in the industry, from a company that is committed to the People Transportation Market.
Following are the contacts and projects for reference:
San Joaquin Regional Transit District
Name: Damaris Galvan
Title: Planning and Scheduling Manager Address:
2849 E. Myrtle Street, Stockton, CA 95205
Phone: (209) 948-5566 Ext 605
Contract Period: 2018
Trapeze assisted San Joaquin in performing run cuts for signups which considered schedule and parameter
changes such as changes to union rules and route
restructuring.
SunLine Transit Agency
Name: Joseph Friend Title:
IT Administrator
Address: 32505 Harry Oliver Trail, Thousand Palms,
CA 92276
Phone: (760) 343-3456 x1220
Contract Period: SunLine has been performing
scheduling with a Trapeze solution since 2011. SunLine
uses Trapeze FX and BlockBuster to perform their own
scheduling and runcutting services.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage8 Implementation plan and timeline
The proposal should include an overall implementation timeline that assumes a work posting date of August 20th prior to the bid start date of September 8
th
Big Blue Bus (BBB), a City of Santa Monica department, provides fixed route service to more than 58 square miles in greater Los Angeles for over 13.3 million rides each year. BBB’s fixed route service consists of twenty routes serving 906 bus stops utilizing up to 95 vehicles during peak operations.
BBB currently manages their fixed route scheduling service using the Trapeze FX and Blockbuster (BB) solutions. BBB is seeking Trapeze FX and BB transit scheduling support services for the upcoming September 27th, 2020 service change.
Trapeze is proposing FX and BB services to complete the September 27th, 2020 service change and to support BBB’s requirements for the Transit Scheduling RFP. This statement of work defines the services and deliverables and outlines the required roles, responsibilities, and resource requirements to complete the fixed route scheduling activities for the September 27th service change.
Trapeze Professional Services
Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:
• Project Manager: The centralized point ofcontact for the project. The project manager is responsible for coordinating project schedules, deliverables and resources required to support the transit scheduling services as identified in this statement of work.
• Technical Product Specialist(s): The primarytechnical point(s) ofcontact supporting the installation, data development, configuration, and testing of the Software.
Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:
1. Project Kick-Off
2. Fixed Route Scheduling
Project Implementation Approach
Project Kick-Off
Following contract execution, Trapeze and BBB 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 the preliminary project schedule. Project teams from both Trapeze and BBB are expected to attend the kick-off meeting.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage9 Fixed Route Scheduling
Trapeze will provide technical support to complete the September 27th, 2020 service change. The following activities, Software support services and data development updates will be completed to meet BBB’s service change requirements:
1. Route Definition
a. Changes to two (2) routes and associated patterns
2. Trip building
a. Changes to run times on up to five (5) routes for Weekday Service b. Modifying the schedule on up to four (4) routes for Weekday Service
3. Blocking
a. Re-blocking as required for the modified routes and trips for the Weekday Service Group b. Re-assigning garages as required for the Weekday Service Group c. Updating vehicle type assignments as required for the Weekday Service Group
4. Runcutting
a. Generating up to three (3) runcut scenarios for the Weekday Service Group b. Ensuing that the final runcut is compliant with BBB’s current collective bargaining agreement
5. Fixed Route Data Management
a. Assistance with running standard FX Data Integrity Checks b. Validating potential schedule data issues
6. Reporting
a. Assistance with printing Trapeze reports (including paddles) utilizing the modified schedule data
7. OPS and TransitMaster(TM)
a. Technical support for the schedule import into OPS and TM as required Responsibilities and Deliverables
Activity Trapeze Responsibilities BBB Responsibilities Deliverables Project Kick-Off • Lead project kick-off
meeting
• Collaborate with BBB
in developing project
schedule
• Assistin developing project
schedule and kick-off
presentation
• Provide inputs for BBB -led
activities
• Provide database backup
• Provide branding guide
• Procuresignedagreementwith
PSP
• Kick-off meeting
• Kick-off Presentation
(MS PowerPoint)
• Preliminary project
schedule (revised as
necessary)
• Draft Project Plan
Fixed Route
Scheduling
• Perform scheduledata
updates
• Support BBB testing
• Review schedule data updates
• Validate OPS and TM data and
imports
• Validate data integrity results
• Completed fixed
route schedule for
the September27th
service change
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage10 Project Duration
This implementation is expected to be completed within two (2) months from the completion of the project kick-off meeting. The project timeline below outlines the expected activities for the September 27th service change:
Project Management
Figure 2: Project Duration
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage11 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.
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 Resource Requirements
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.
Resource Resource Allocation Responsibilities
Project Manager 20% of their time for the
full duration of the
project
• Coordinate all resources from BBB
• Coordinate conference calls and meetings, as
required
• Coordinate completion of schedule data
• Coordinate BBB activities
• Work with the Trapeze project manager to identify
risks, issues, and mitigationsthroughout the project
Subject Matter Experts 20% of their time for the
full duration of the
project
• Assist projectmanagerwith completion of all
schedule changes and updates
• Validate results from the FX data integrity check
• Validate data results from the reports andpaddles
System Administrators
/ IT
20% of their time for the
full duration of the
project
• Configure and maintain environments
• Assistwith troubleshooting network ortechnical
issues
• Provide access to servers as necessary throughout
the project
• Maintain systemsecurity controls&permissions, user
accounts, etc.
Project Assumptions
1. BBB is responsible for the purchase and installation of any required server hardware (if necessary).
2. BBB will provide Trapeze with full remote access to their Trapeze FX and Blockbuster Software as required (several times per week during project). VPN access is preferred.
3. Any services or requests not identified within this statement of work 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: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage12
4. Any integration with third party Software or systems will be the responsibility of BBB.
5. All documentation and execution of test cases will be the responsibility ofBBB.
6. It is expected that a BBB system administrator will be readily available for all configuration activities.
7. All services will be provided remotely.
8. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.
9. All services will be performed using BBB’s existing version of the Trapeze Software.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not to be Disclosed PriceproposallPage12 Price proposal
Pricing should take into account the necessary time and resources needed to meet the scope of work. A price breakdown among the various tasks -or- a single overall price, without breakdown, will be accepted.
Prospective bidders may choose to include an hourly rate, which should include fringe benefits, indirect costs, and profit.
Project Budget
The following project budget includes all services required for this implementation as outlined in this statement of work.
Item Description Cost (USD)
1 Implementation Services $29,950
Total Cost $29,950
Pricing Notes:
• The Software will be implemented as a fixed-fee project. • BBB is already licensed for the FX and BB Software. Software Licenses are not required.
Payment Milestones
Payment Milestones Percent of Contract Value
Milestone 1: Finalized Route and Trip Schedules 40% of Services • Acceptance Criteria: Completion ofthe Trip Building activitiesfor the September 27th service change
Milestone 2: Completed Runcut 40% of Services
• Acceptance Criteria: Completion ofthe Runcutting activitiesforthe September 27th service change
Milestone 3: Union Review 20% of Services
• Acceptance Criteria: Completion ofthe union leadership review of completed work (expected to be completed by August 19th, 2020) Optional Time and Material services
If BBB desires, Trapeze can offer additional scheduling support services not included within this scope of work. These additional services can be executed on a time and material basis following a Project Change Request between Trapeze and BBB. All additional services will be invoiced monthly in accordance with the following time and material billing rates. Expenses will be billed as incurred.
Resource Hourly Off-site Rate Hourly On-site Rate
Project Manager $ 231.25 $ 256.25
Technical Product Specialist $ 218.75 $ 243.75
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 www.trapezegroup.com Confidential – Not tobe Disclosed Appendicesl Page 16 Here for the journey is more than our tagline
– It’s our commitment to you. Our value is
in our ability to address your needs and
please your riders. We always strive to do
both.
Thank you fortaking the time
to review this proposal.
Please reach out to us with
any questions or comments.
Your feedback is always
appreciated.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Exhibit B
Budget
City will compensate Trapeze for the Services performed in an amount not to exceed $54,550 for the term of this agreement in accordance with the following Project Budget, for which payment will be made in accordance with the specified payment milestones, and the following Optional Time and Material Services, which will paid as invoiced monthly.
PROJECT BUDGET
The following project budget includes all services required for this implementation as outlined in this statement of work.
Item Description Cost (USD)
1 Implementation Services $29,950
Total Cost $29,950
Pricing Notes:
• The Software will be implemented as a fixed-fee project. • BBB is already licensed for the FX and BB Software. Software Licenses are not required.
PAYMENT MILESTONES
Payment Milestones Percent of Contract Value
Milestone 1: Finalized Route and Trip Schedules 40% of Services • Acceptance Criteria: Completion of the Trip Building activities for the September 27th service change
Payment Milestones Percent of Contract Value
Milestone 2: Completed Runcut 40% of Services
• Acceptance Criteria: Completion of the Runcutting activities for the September 27th service change
Milestone 3: Union Review 20% of Services
• Acceptance Criteria: Completion of the union leadership reviewof completed work (expected to be completed by August 19th,2020)
OPTIONAL TIME AND MATERIAL SERVICES
BBB requested further schedule changes as included in Appendix A. Trapeze has included a time and materials contingency bucket of services to complete these changes. These implementation services will be invoiced monthly in accordance with the following time and material billing rates. Expenses (if DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 necessary) will be billed as incurred.
The estimates below represent “Not-To-Exceed” (NTE) values based on the activities defined in Appendix A, which Trapeze will provide as necessary when requested by BBB.
FX Schedule Changes
Category Off-Site Hours Total (USD)
Project Management Services 8 $1,850
Implementation Services 104 $22,750
Total 112 $24,600
Resource Hourly Off-site Rate Hourly On-site Rate
Project Manager $ 231.25 $ 256.25
Technical Product Specialist $ 218.75 $ 243.75
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 Exhibit C
Insurance Requirements
Trapeze Software Group, Inc. (“Consultant”) shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Professional Liability: Insurance appropriate to Consultant’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
If Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive Consultant’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers’ Compensation insurance coverage is not required if Consultant does not have employees. Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2