Staff Report — Simi Valley City Council, May 1, 2023

CITY OF SIMI VALLEY

MEMORANDUM
M
ay 1, 2023
TO
: City Council
F
ROM: Department of Public Works
S
UBJECT: APPROVAL OF SECOND AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND TRANSTRACK SYSTEMS, INC. FOR THE TRANSIT DATA MANAGEMENT SOFTWARE SYSTEM, CP960471,
RFP NO. PW 20-13, FAIN: CA-2020-193-00

STAFF RECOMMENDATION
Staff recommends that the City Council approve the Second Amendment to the contract between the City of Simi Valley and T ransTrack System, Inc. for the Transit Data Management Software System, CP960471, RFP No. PW 20-13, FAIN: CA-2020-193-00, including approval of the proposal to conduct Unlinked Passenger Trips (UPT) survey and approval of the purchase of the Public Transit Agency Safety Planning Reporting (PTASP) module in the amount of $11,700 and increasing the not-to-exceed amount of the contract to $199,463.

BACKGROUND AND OVERVIEW
On February 22, 2021, TransTrack Systems, Inc. (TransTrack) was awarded a three- year Professional Services contract for the Transit Data Management Software System in the amount of $ 172,863. The contract involved having web -based analytics and an automated data management system that pulled aggregate data from multiple sources to produce statistical reports submitted to the National Transit Database (NTD) as required by the Federal Transit Administration ( FTA).

On February 22, 2022, the City Manager approved the purchase of Automatic Pas senger Counter (APC) Certific ation in the amount of $14,900, via a Change Order (Attachment B, page 76) increasing the TransTr ack contract not-to-exceed amount to $187,763 (the “First Amendment to the Contrac t”). This purchase enabled Trans Track to use the data from existing APC for reporting of FTA’s approval and certification requirement and utilize the unlinked passenger data for annual NTD reporting. This Certification ensures more accurate counting of our transit passengers.

TRAN2318.SR.REVISED.JK
AGENDA ITEM NO.

Consent (5)
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FINDINGS AND ALTERNATIVES
W
ith the Au tomatic Passenger Counter (APC) purchase, Transit began surveying the UPT in 2022. However, the survey was not completed due to staffing shortages and the unexpected turnover of two key management staff positions, which impacted the day-to- day Transit operations. In addition, TransTrack experienced technical issues that needed to be resolved. Transit is required to submit its certification for the APCs. At the request of Transit, TransT rack provided a proposal of $8,300 to conduct the survey sample selection and ride checking procedures. The data that is gathered will re- align with the existing work plan.

I
n addition, the FTA published the Public Transportation Plan on July 19, 2018, requiring public transportation operators who receive Federal funds to develop safety plans that include implement ing Safety Management Systems (SMS). O n November 2, 2020, the City Council adopted Resolution No. 2020-45 approving the Public Transportation Agency Safety Plan (PTASP). Transit would like to include the PTASP as an additional task to the current data management software system. The PTASP will generate the metrics for the report that includes various safety measures and system reliability. The amount of $3,400 is for the purchase of the PTASP add-on module and the first year of the annual support and maintenance.

I
n summary, staff is requesting approval to increase the current contract by $8,300 to conduct the survey sample selection and ride checking procedures , and by another $3,400 for the purchase of the PTASP add- on module and the first year of the annual support and maintenance, for a total not to exceed amount of $199,463.

T
he following alternatives are available to the City Council:

1. A
pprove the Second Amendment to the contract between the City of Simi Valley and TransTrack System s, Inc. for the Transit Data Management Software System, CP960471, RFP No. PW 20- 13, FAIN: CA -2020-193-00 that includes approv ing an increase of $8,300 to conduct the UPT survey and by another $3,400 to purchase the Public Transit Agency Safety Planning Reporting (PTASP) module, increasing the total not-to-exceed amount of the contract to $199,463:

2. D
o not approve the Second Amendment and provide staff with further direction.

S
taff recommends Alternative No. 1.

SUGGESTED CITY COUNCIL MOTION
I
move to approve the Second Amendment to the contract between the City of Simi Valley and TransTrack System s, Inc. for the Transit Data Management Software System, CP960471, RFP No. PW 20- 13, FAIN: CA -2020-193-00 that includes approving an increase of $8,300 to conduct the UPT survey and another increase of $3,400 to purchase the Public Transit Agency Safety Planning Reporting (PTASP) module, thereby increasing the not-to-exceed amount of the contract to $199,463. 2 TRAN2318.SR.REVISED.JK

SUMMARY
S
imi Valley Transit , as a recipient of federal funds, needs to submit its certified Annual Passenger Counters (APC) for the unlinked passenger trips (UPT) and have the metrics needed for the reporting and implementation of the Public Transportation Agency Safety Plan. The approval of the Second Amendment to the contract with TransTrack Systems, Inc. for the Transit Data Management Software System would enable Transit to proceed with the surveys and reports to be submitted to the FTA. ___
_________________________________
Ronald K. Fuchiwaki
Public Works Director
P
repared by: Jasmin Elepano, Senior Management Analyst
INDEX Page
S
econd Amendment to Contract ...................................................... 4 Exhibit A-1 - Proposal for Survey ............................................... 7 Exhibit A-2 - Price Quote PTASP ............................................. 13 Attachment A - Original Contract .................................................... 14 Attachment B - Change Order (First Amendment to Contract).…..76 3 TRAN2318.Amend.JK. revised

SECOND AMENDMENT TO CONTRACT FOR

PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI
VALLEY AND TRANSTRACK SYSTEM S, INC. FOR THE

TRANSIT DATA MANAGEMENT SOFTWARE SYSTEM,
CP960471, RFP NO. PW 20-13, FAIN: CA-2020-193-00

THIS SECOND AMENDMENT TO CONTRACT is made and entered into in the City of Simi Valley on this 1
st day of May, 2023 (“Effective Date”) by and between the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and T ransTrack Systems, Inc., a C -Corporation, reporting software consultant, hereinafter referred to as CONSULTANT, each a “Party” and collectively, “Parties”.

I. Recitals

A. CITY and CONSULTANT entered into a written contract ("CONTRACT") executed by the parties on February 22, 2021 for the Transit Data Management Software System, CP960471, RFP No. PW 20- 13, FAIN: CA -2020-193-00, which is incorporated herein by reference.

B. On February 22, 2022, the City purchased an Automatic Passenger Counter (APC) from CONSULTANT expanding the Scope of Services and increasing the not to exceed CONTRACT amount by $14,900 via a Change Order ( the “First Amendment”), which is incorporated herein.

C. In accordance with paragraph 9 of the CONTRACT, the Parties now desire to amend the CONTRACT expanding the Scope of Services to have CONSULTANT conduct the Unlinked Passenger Trips (UPT) survey as well as purchase from CONSULTANT the Public Transit Agency Safety Planning Reporting (PTASP) module, i ncreasing the not-to-exceed amount of the CONTRACT by $11,700 for a total of $ 199,463, as further set forth below.

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:

II. Amendment

1. Section 3. Description of Services
. is being amended as follows:

CONSULTANT agrees to perform the services more specifically set forth in the “Scope of Work” attached hereto and incorporated herein this Second Amendment, as Exhibits A-1 and A-2”.

2. Section 5. Compensation and Payment. is being amended as follows:

“D. The amount to be paid by CITY to CON SULTANT for the Services provided for under this Second Amendment to CONTRACT (“Second Amendment”) shall not exceed $8,300 for Services described in Exhibit A -1 and $ 3,400 in Exhibit A -2, for a total 4 TRAN2318.Amend.JK. revised

CONTRACT not to exceed amount of $199,463 (Not-to-Exceed Amount”) unless otherwise agreed to by the Parties In writing.”

3. Except as herein amended, all other terms and conditions of t he CONTRACT shall remain in full force and effect.

4. Mailing Address. The mailing address of each party to this Contract Amendment is as follows:

CITY Ron Fuchiwaki, Director
Department of Public Works
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Jasmin Elepano
Senior Management Analyst
(805) 583-6481

CONSULTANT TransTrack Systems, Inc.
5265 Rockwell Drive NE
Cedar Rapids, IA 52402
Staff Contact: Dave Jackson
(319) 361-0007

5 TRAN2318.Amend.JK. revised

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.

Attest: City of Simi Valley, A Municipal Corporation

By:
__________
Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California

Approved as to Form:

TransTrack Systems, Inc.

By:

David L. Caceres, City Attorney
Print Name:

Approved as to Content: Title:

By:

Brian Paul Gabler, City Manager
Print Name:

Title:

Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing

Ronald K. Fuchiwaki
Public Works Director

6 APC Certification
Change Order 02
Survey Support
For

SIMI VALLEY TRANSIT
March 23, 2023
EXHIBIT A-1
7 Proposal Simi Valley Transit
APC Data Certification

Proprietary – For Simi Valley Transit
Internal use only Page 1 © TransTrack Solutions Group

BACKGROUND ................................................................................................................................ 2 OBJECTIVES ...................................................................................................................................... 3 Complete Survey Requirements ......................................................................................... 3 WORK PLAN ..................................................................................................................................... 3 SCHEDULE ......................................................................................................................................... 3 Overall ........................................................................................................................................ 3 FEES .................................................................................................................................................... 4 Change Order 02 .................................................................................................................... 4 Staff Hours .................................................................................................................................. 4 Travel .......................................................................................................................................... 4 Summary .................................................................................................................................... 4

8 Proposal Simi Valley Transit
APC Data Certification

Proprietary – For Simi Valley Transit
Internal use only Page 2 © TransTrack Solutions Group

BACKGROUND
Simi Valley Transit (SVT, NTD ID 90050) directly operates a fixed -route bus service (MB -DO). SVT is a Reduced Reporter, and the Federal Transit Administration (FTA) requires it to report to the National Transit Database (NTD):
• Annual total unlinked passenger trips (UPT)
• Annual daily average UPT by operated schedule type
For FY2022 and future report years, SVT has 100% coverage of automatic passenger counters (APCs) o
n the entire fleet and wants to use the APC data for annual reporting of UPT to NTD. The APC system contains a single model of Iris APCs among a current fleet of 12 active vehicles across at least 3 vehicle models. SVT uses GMV Syncromatics to cleanse and process the raw APC data and wants to use the resulting valid APC data for various reporting purposes, including NTD reporting.

For NTD reporting with its APC data for FY2022 (starting on July 1, 2021), however, SVT is r equired to obtain FTA’s approval of its APC system for reporting UPT during FY2022 and to have an expansion method developed and certified by a qualified statistician for it to generate annual total UPT from all valid APC data. SVT also needs an expansion method for obtaining annual daily averages by operated schedule type, but this does not require certification by a qualified statistician.

SVT entered into an agreement with TransTrack staff to complete the APC Certification in March 2022 as an addendum to the original services for TransTrack Solutions Group software. This agreement outlined that Simi Valley staff would provide a champion project lead, who would organize data collection for the sample surveys . Unfortunately, due to staff ing shortages, SVT has been unable to complete the survey effort without impacting operations. This change order provides an alternative to staffing the survey need with TransTrack staff to complete the project.

9 Proposal Simi Valley Transit
APC Data Certification

Proprietary – For Simi Valley Transit
Internal use only Page 3 © TransTrack Solutions Group

OBJECTIVES
Complete Survey Requirements
• Provide direct staffing assistance to SVT to complete the survey needs for the project. • Increase SVT’s chance of getting FTA approval.

WORK PLAN
The proposed work plan for this Change Order is for TransTrack staff to complete the survey sample selection and ride checking procedures for Simi Valley. This effort can be completed in a focused three-day effort for Simi Valley, with the selection and surveying of 16 trips (minimum) to meet the need of the APC Certification process. This is outlined in the original work plan as the following efforts:

Original
Sample Section – Suggest ways to select a sample of trips that meets FTA requirements. If using onboard camera recordings, avoid selecting trips in dark conditions due to the difficulty of stop identification.

Ride Checking – Encourage proper training of ride checkers and adequate staffing for each trip.

Change
Sample Section – TransTrack staff will select a sample of trips that meets FTA requirements. Staff will work with Simi Valley staff to verify that these trips are appropriate and scheduled for operation with a functioning APC equipped vehicle.

Ride Checking – TransTrack will provide staffing assistance to complete the selected trips for the sample survey. Simi Valley staff will be needed to complete the survey effort with the TransTrack staff while onsite.

The project will then realign with the original Work Plan with the Data Processing step, which is covered within the existing contract agreement:

Data Processing – Ensure that the valid APC data is identified for the exact same sampled trip.

If alightings are collected, determine if the boarding counts for any sampled trip are invalid for the comparison next.

SCHEDULE
Overall
The survey process can be completed during any agreed upon week during the month of April 2023, as TransTrack staff is available. We will endeavor to avoid scheduling the survey during the local Spring Break window to ensure a quality survey sample and keep travel costs down. 10 Proposal Simi Valley Transit
APC Data Certification

Proprietary – For Simi Valley Transit
Internal use only Page 4 © TransTrack Solutions Group

FEES
Change Order 02
A total lump -sum fee of $8,300 is proposed for carrying out the tasks and f or accomplishing the objectives within the above schedule.

Staff Hours
Staff Time for completing survey needs:

Staff Effort Hourly Rate Hours Total
Nathan Atherstone Surveying $175 24 $4,200
Nathan Atherstone Project Work (added) $175 24 $4,200
Discount for Professional Services $175 (12) ($2,100)
Total for Change Order 02 $175 36 $6,300
Travel
Travel and accommodations for one person for three days / two nights:

Staff Travel & Room Per Diem Car Rental Total
Nathan Atherstone $1,250 $300 $450 $2,000
Total $1,250 $300 $450 $2,000
Summary
Full Cost Proposal.

Proposal Total
Staff Hours $6,300
Travel $2,000
Total $8,300
NOTES
TransTrack Solutions Group observed an hourly rate increase to $185 per hour for professional services in January 2023. We are not charging at the higher rate for this Change Order; however, future efforts may be charged at the updated hourly rate.

We recognize that there have been mutual reasons for the delay in project delivery. As such, we are offering to split the cost for the added 24 hours of professional services for project work tasks . As a result, the Staff Hours Table in this Change Order 02 notes the reduction. 11 Proposal Simi Valley Transit
APC Data Certification

Proprietary – For Simi Valley Transit
Internal use only Page 5 © TransTrack Solutions Group

The remaining eight (8) hours for the original agreement (as of 2/1/23) total $ 1,400 and were not included in this Change Order 02. The breakdown on the remaining billable hours balance is outlined in the table below.

Billable Hours Balance Hours Total
Original Contract (as of 2/1/23) 8 $1,400
Change Order 02 60 $8,300
Total Remaining for Project 68 $9,700

12 -.J/- r I
t lrons lrocK

SOLUTIONS GROUP
Price Quofe
Simi Volley Ironsit
June 4,2021
Price Quole ond Description of Services
Itcm Descrlptlon Hours Ratc/Hr Extended Prlcc Aoorwal
1a Public Transit Agency Safety Plannlng (PTASP) Reportinc 16 s 1s0 $ 2,400 1b PTASP Reporting Annual Support/Malntenance s 1,000
PTASP Reporting suppori - TronsTrock will generote the metrics to support this onnuol reporting ond we hqve o system hozords trocking sheet (essentiolly o risk register) os well. Metrics will include:
o. Fotolities per 100,000 VRM
b. Fotolities per selected time-period
c. Sofety Events per 100,000 VRM
d. Sofety Events per selected time-period
e. lnjuries per '100,000 VRM
f. lnjuries per selected fime-period
g. System Reliobility (MDBF)
The work is proposed os time ond moteriqls wilh octuol time spent on the progromming or support being billed. Work will be progressively billed monthly until the project is complete. This piice quote is volid for 90 doys. Pleose initiol in the Approvql column in the toble obove for the chosen option ond sign ond dqte below, ond forwqrd to [email protected]. Alternotively, you moy provide o Purchose Order {PO) in lieu of this letter outhorizotion.

AGENCY
Authorizotion to Begin Work
Approved By:

D /.,Dote Approved:

Poge I @Ironslrock So/ulions Gro u p
EXHIBIT A-2
13 ATTACHMENT A
DocuS ign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E20498E90

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE
CITY OF SIMI VALLEY AND TRANSTRACK SYSTEMS INC.

TO PROVIDE A TRANSIT DATA MANAGEMENT
SOFTWARE SYSTEM, CP960471, RFP NO. PW 20-13, FAIN:

CA-2020-193-00
THIS CONTRACT is made and entered into in the City of Simi Valley on this 22nd day of February, 2021, by and between the CITY OF SIMI VALLEY, a municipal corporation , hereinafter referred to as CITY, and TRANSTRACK SYSTEMS INC., a C-Corporation, reporting software consultant, hereinafter referred to as CONSULTANT.

RECITALS
WHEREAS, on November 17, 2020, CITY requested proposals for Professiona l Services to provide a Transit Data Management Software System, CP960471, RFP No. PW20-13, FAIN: CA-2020-193-00; and
WHEREAS, pursuant to such request, CONSUL TANT submitted a proposal, which was accepted by CITY for the services.

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:

AGREEMENT

1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT.

2. I.film. The term of this CONTRACT shall be for three (3) years from the date this CONTRACT is made and entered, as first written above. This CONTRACT may be extended for two (2) additional one-year terms upon mutual written consent of the City Manager and CONSUL TANT.

3. Description of Services. The services to be performed by CONSULTANT are as follows:

Professional Services to provide a Transit Data Management Software System. CONSUL TANT agrees to perform the services more specifically set forth in the "Scope of Work" attached hereto and incorporated herein as Exhibit "A". CONSUL TANT will meet with CITY at least monthly to discuss the anticipated tasks planned for the month and to receive direction from CITY regarding same.

4. Software License . Subject to all the terms and conditions of this Contract ("License"), and in consideration of the covenants and representations set forth herein, CONSUL TANT grants to the CITY a personal, non-exclusive, non-transferable right and subscription license {with no right to sublicense) to the TransTrack software described in detail in Exhibit "E" attached hereto and incorporated by reference (the "Software"). The License is granted solely under the conditions contained herein, and the 14 DocuSign Envelope ID: EE392D1B-DA8o-4575-9BOO-BB7E2049BE90 CITY accepts such grant. The subscription term of the License is set forth in Section 2 above. This License and the use of the Software may not be assigned by the CITY. without the prior written consent of the CONSUL TANT. The License, the Software, and Documentation may not be disclosed, sublicensed, published, released or transferred to another party by the CITY without the prior written consent of CONSUL TANT , or except as provided in this License, or by reason of law required of the CITY by State regulations. "Documentation" includes. but is not limited to, user manuals and file descriptions.

CONSUL TANT shall supply complete Documentation necessary for the CITY to use the Software effectively. The CITY shall have the right, as part of the License granted herein, to make as many additional copies of the Documentation for its own use as it may reasonably determine it needs.

The Software may not be rented, loaned, leased, sublicensed, sold or distributed by the CITY to any person, entity, corporation, municipality or agency thereof, except for designated representatives of the CITY. The CITY may not alter proprietary notices, labels, or markings on the Software whether on the Domain or elsewhere. The CITY may not modify, translate, reverse engineer, disassemble, or decompile the Software. Access to the domain provided by the CONSUL TANT to the CITY may not be assigned or utilized by any other entity or persons other than the CITY and designated representatives of the CITY. Shared access to the Software will be provided with separate pass codes given by CONSULTANT to the CITY and representatives of the CITY. The CITY shall own data ("Data") input into the Software by the CITY.CITY also agrees to sign an end user license agreement ("EULA") for the Software provided by CONSUL TANT; however, in case of any material conflict between the EULA and this CONTRACT, the CONTRACT will govern, including but not limited to any terms of payment.

5. Compensation and Payment.

A. The total compensation payable to CONSUL TANT by CITY for services under this CONTRACT shall not exceed the sum of $172,863 for the three year term (the "Not-To-Exceed Amount"), and shall be earned as the work progresses.

The optional one-year extensions, if exercised by the City, shall increase the Not-To Exceed Amount by $36,825, for year four, and $37,930, for year five, for a total Not-to Exceed of $247,618 if both options are exercised. This is a fixed fee project and includes Software As A Service subscription fees. Payment will be made based on the "Schedule of Fees" and payment schedules as set forth in Exhibit "B" attached hereto and incorporated herein. Notwithstanding the foregoing, Consultant has also provided its time and material rates for certain services identified in its bid and such rates are also listed in Exhibit B. CONSULTANT acknowledges that CONSULTANT is not guaranteed to receive the Not-To-Exceed Amount or any particular or minimum amount of compensation or work under this CONTRACT.

B. After CONSUL TANT has performed the services as specified in this CONTRACT, CITY shall be obligated to pay CONSULTANT based upon the actual CITY-authorized services received by CITY in accordance with the Schedule of Fees in Exhibit B. In no event shall the total amount paid exceed the CONTRACT Not-to- Exceed Amount unless otherwise agreed to by the parties in writing.

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DocuSign Envelope ID: EE392D1 B-DA80-4575-9BO~BB7E2049BE90 C. Payments to the CONSULTANT shall be made within 30 days after receipt of an original invoice from the CONSULT ANT and acceptance of the services by CITY. CITY will make every effort to pay each invoice unless CITY believes any amount in said invoice is not due or owing to CONSULTANT. CITY will promptly provide all reasons it may have to dispute such invoice or an information request to CONSUL TANT that CITY may have to better understand any charges in an invoice. The Parties agree to meet and confer promptly over any such invoice that is not paid within the 30 day timeframe.

D. If required of CITY by law, which law will be provided to CONSULTANT upon any such request, CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY. Invoices shall include the work performed including a list of hours worked by personnel.

6. CONSULTANT's Representations and Obligations.

A CONSULTANT shall perform as required by this CONTRACT.

CONSUL TANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.

B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations.

C. CONSULTANT agrees to abide by CITY's Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT.

D. CONSUL TANT acknowledges CITY may contract with other parties for the performance of services or supplemental services as they relate to the work during the term of this CONTRACT.

7. !wfil.

A. At any time during normal business hours and no more than once during every 12 months, and only more frequently upon evidence of specific issues or potential irregularities, for evidence of which shall be given to CONSUL TANT in advance, CONSUL TANT shall make available to CITY for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY to reasonably audit, examine and/or reproduce such records. CONSUL TANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least three (3) years after termination or final payment under this CONTRACT. This paragraph shall survive for three (3) years after termination of this CONTRACT.

B. CITY shall have the option of reasonably inspecting and/or auditing all records and other written materials used by CONSUL TANT in preparing its statements to CITY as a condition precedent to any payment to CONSUL TANT.

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DocuSign Envelope ID: EE392D1B-DA80-4575-9800-BB7E2049BE90

8. Hold Harmless and Indemnification. CONSUL TANT shall defend, indemnify, and hold harmless CITY, its agents, officials, officers, representatives, and employees, from and against all third party claims, lawsuits, liabilities or damages of whatever nature arising out of (a) any third party claim that the CONSULTANT's Software infringes the intellectual property rights of such third party ("Infringement Claim"}, (b) any third party claims of bodily injury to persons, including death, due to the negligence or willful misconduct of Consultant or its employees, or (c) any third party claim for damage to tangible property due to the negligence or willful misconduct of Consultant or its employees.

The CONSULTANT'S shall have no obligation to indemnify or defend any claims related to the actions, misconduct or negligence of the CITY, its agents. officials, officers, representatives, and employees. In addition, to the foregoing which also applies to CONSUL TANT's obligation to indemnify and defend any Infringement Claims, CONSULTANT shall have no obligation to indemnify or defend the CITY, its agents, officials, officers, representatives, and employees from any Infringement Claims where such claims are due to (a) any use or modification of the Software in a manner not approved by CONSUL TANT or in violation of any Software specifications, (b} the combination of the Software with any other software or equipment not approved by CONSULANT which such combination is the cause of such infringement claim.

The CONSULTANT obligation to indemnify under this CONTRACT is subject to the following conditions:
(a} Prompt notice must be given by the CITY to the CONSUL TANT of any claims that the CITY is requiring the CONSUL TANT to indemnify or defend; (b) the CONSUL TANT can select an attorney in its sole discretion to defend such proceeding and the CONSUL TANT will control any litigation thereof; {c) The CONSUL TANT shall also have control over the settlement of any claim and litigation provided that the CONSUL TANT shall not agree to any settlement without the consent of the CITY, such consent not to be unreasonably withheld. No consent of the CITY will be required where the settlement does not impose any liability, payments, costs or admissions on behalf of the CITY.

IN NO EVENT SHALL CONSULTANT BE LIABLE FOR: CONSEQUENTIAL,

INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES FOR ANY CAUSE WHATSOEVER,

INCLUDING BUT NOT LIMITED TO THE BREACH OF THE WARRANTY OF

INFRINGEMENT, INCLUDING ANY DAMAGES WHICH MAY BE CONTAINED IN SECTION 2-312 OF THE UCC OR COMPARABLE STATE STATUTE, PERFORMANCE

OF ANY SERVICES, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,

LOSS OF DATA OR RECORDS, OR LOSS OF BUSINESS INFORMATION, OR FOR

ACTS OF NEGLIGENCE THAT ARE NOT INTENTIONAL OR RECKLESS IN NATURE,

REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 EXCEPT FOR (a) INTELLECTUAL PROPERTY INDEMNIFICATION, AND (b) BODILY

INJURY OR DEATH TO ANY PERSON CAUSED BY CONSULTANT'S NEGLIGENCE

OR WILLFUL MISCONDUCT, CONSULTANT'S AGGREGATE LIABILITY AND

RESPONSIBILITY FOR ANY AND ALL CLAIMS, DAMAGES, COSTS OR LOSSES

WHATSOEVER ARISING EITHER JOINTLY OR SOLELY FROM OR IN CONNECTION

WITH THIS AGREEMENT OR THE SERVICES, USE (WHETHER OR NOT IN THE

MANNER PERMITTED BY THIS AGREEMENT) OF THE SOFTWARE, CUSTOM

SOFTWARE AND DOCUMENTATION, INCLUDING CLAIMS FOR BREACH OF

CONTRACT, TORT, MISREPRESENTATION, OR OTHERWISE, SHALL IN NO EVENT

EXCEED THE AMOUNT OF FEES PAID BY THE LICENSEE IN THE YEAR OF THE

CLAIM FOR THE SOFTWARE, CUSTOM SOFTWARE, DOCUMENTATION OR SERVICE THAT IS THE SUBJECT OF THE CLAIM.

This section 8 shall survive the termination of this CONTRACT .

9. Amendments. Any amendments, modifications, or variations from the provisions of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the Director of Public Works and CONSULTANT except that any changes to the CONTRACT amount and term of the CONTRACT shall be effective only upon mutual written approval by the City Manager or his designee, and CONSUL TANT.

10. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.

11. Termination. For greater certainty, the parties agree that the termination provisions in this section 11 apply and take precedence over the termination sections listed in Exhibit D attached hereto, to the extent legally permissible. The termination sections listed in Exhibit D do not apply to the project that this contract governs.
(a) Termination for Convenience.

The City of Simi Valley may terminate this contract, in whole or in part, at any time for convenience by giving Contractor ninety (90) days prior written notice when it is in the City of Simi Valley's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to City of Simi Valley to be paid the Contractor. If the Contractor has any property in its possession belonging to City of Simi Valley, the Contractor will account for the same, and dispose of it in the manner City of Simi Valley directs.
(b) Termination for Default
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DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 If, during the term of this CONTRACT, CITY determines that CONSULTANT has breached any term or condition contained in this Contract, CITY may notify CONSULTANT in writing of such defect or breach. The notice must give to the CONSUL TANT a sixty (60) day period of time thereafter in which to perform the work or cure the deficiency. If CONSUL TANT has not performed the work or cured the deficiency within the sixty (60) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONSULTANT.

If, during the term of this CONTRACT, CONSULTANT determines that CITY has breached any term or condition contained in this Contract, CONSULTANT may notify CITY in writing of such defect or breach. The notice must give to the CITY a sixty (60) day period of time thereafter in which to perform the work or cure the deficiency. If CITY has not performed the work or cured the deficiency within the thirty (30) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CONSULT ANT may terminate this CONTRACT immediately by written notice to CITY.

The CITY shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT up to and including the date of termination. In no event, however, shall CONSULT ANT be entitled to receive in excess of the CONTRACT amount.

12. Delivery of Reports in cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY, the CONSULTANT shall, within thirty (30) calendar days after receipt of such written request, deliver and turn over to the CITY all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and materials of whatever type that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the services as specified in this CONTRACT.

13. Complete CONTRACT. This CONTRACT and its accompanying exhibits shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto.

14. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended.

CONSUL TANT is not an agent or employee of the CITY and it is not entitled to participate in any pension plan, insurance or other benefits CITY provides for its employees.

CONSUL TANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed.

Any provision of this CONTRACT that may appear to give CITY the right to direct CONSUL TANT as to the details of doing the work required herein or to exercise a measure of control over the work means that the CONSUL TANT will follow the direction of the CITY as to the results of the work only.

15. Time of Performance. Time is of the essence in this CONTRACT.

TRAN2112 SR.CON.JK
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DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90

16. Insurance. CONSULTANT shall, at CONSULTANT'S sole cost and expense, provide insurance as contained in Exhibit "C", incorporated herein.

CONSUL TANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required.

17. Ownership of Reports and Data. The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY by any of the other party(ies} with whom the CONSUL TANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY.

Notwithstanding anything to the contrary in this Contract, Contractor owns all intellectual property rights in and to the deliverables, Software, and associated Documentation, including any and all customizations and derivatives works derived from the Software, provide by CONSUL TANT to the City under this Contract. Nothing in this Contract transfers or assigns any rights, titles or interests in or to the Software or Documentation from CONSUL TANT to the City.

18. FTA Third-Party Contract Clauses. CONSUL TANT shall comply with all Federal Transit Administration (FT A) requirements as outlined in "Exhibit D", attached hereto and incorporated herein. The FTA requirements must be added to this CONTRACT pursuant to federal requirements. As between the Parties, CONSUL TANT represents that the verification required by the section "Debarment and Suspension" of Exhibit D is "to the best of its knowledge," to the extent legally permissible. Further, the Parties agree that this contract is not for experimental, developmental or for research purposes. Therefore, the Parties believe that the section related to Patent Rights and Rights in Data in Exhibit D is not applicable to the CONTRACT.

19. Conflict of Interest. Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULT ANT who will be assigned to this project, to the best of CONSULTANTS knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY may terminate the CONTRACT immediately for non-performance pursuant to Section 1 O herein. In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT.

Failure to file any of the required statements will result in withholding payment for services rendered.

20. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other TRAN2112 SR.CON.JK
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DocuSign Envelope ID: EE392D1B-DA80-4575-9BO~BB7E2049BE90 party, and any such assignment without said consent shall be void. Notwithstanding the foregoing, CONSULT ANT shall be entitled to assign this CONTRACT to an affiliate of the CONSULTANT where such assignment is due to a corporate reorganization, and will provide reasonable advance notice to CITY of same if feasible.

21. Authority to Execute CONTRACT. Both CITY and CONSUL TANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party.

22. Jurisdiction and Venue. Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the parties do not consent to arbitration. In the event of any dispute. each party shall bear its own fees and costs (including attorneys' fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.

23. Non-Appropriation of Funds. Payments due and payable to CONSUL TANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of CONSUL TANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.

24. Taxpayer Identification Number. CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W-9 (latest revision}, as issued by the Internal Revenue Service.

25. Permits and Licenses. CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.

26. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach.

27. Statement of Experience. CONSULT ANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT'S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY or CITY'S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSUL TANT waives any right of contribution against CITY or any of CITY'S officers, employees, agents, or volunteers arising out of such failure to inspect. review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT.

TRAN2112 SR.CON .JK
8 21
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90

EXCEPT FOR THE LIMITED WARRANTIES EXPLICITLY PROIVDED IN THIS

CONTRACTOR, CONSULTANT DOES NOT MAKE ANY WARRANTY, EXPRESS OR

IMPLIED, WITH RESPECT TO THE SOFTWARE, ANY THIRD PARTY SOFTWARE,

ANY HARDWARE OR EQUIPMENT, THE SERVICES RENDERED BY ITS

PERSONNEL, OR THE RESULTS OBTAINED FROM THE WORK OF ITS

PERSONNEL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2- 312 OF THE UNIFORM COMMERCIAL CODE OR ANY COMPARABLE STATE STATUTE. CITY FURTHER UNDERSTANDS AND AGREES THAT IT IS GRANTED THIS LICENSE ON AN "AS IS" "WHERE IS" BASIS. FURTHER, CONSUL TANT DOES NOT WARRANT THAT: (I) THE SOFTWARE OR ANY CUSTOM SOFTWARE WILL MEET ALL OR ANY OF CITY'S PARTICULAR REQUIREMENTS; (II) THAT THE

SOFTWARE OR ANY CUSTOM SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED; OR (111) ALL PROGRAMMING ERRORS IN THE SOFTWARE OR ANY CUSTOM SOFTWARE CAN BE FOUND OR CORRECTED.

28. Confiden tiality. "Confidential Information" means any oral, written, graphic or machine-readable information including, but not limited to technical or non technical data, patents, patent applications, copyright, copyright applications, research, product or service plans, developments, inventions, processes, designs, drawings, patterns, compilations, engineering methods, techniques, devices, formulae, software {including source and object code), algorithms, business plans, agreements with third parties, lists of actual or potential services or customers, marketing plans, financial plans or finances and similar information (but not including this CONTRACT or records of payment thereunder, as the CITY is a public agency) relating to either Party furnished by or on behalf of the disclosing Party ("Disclosing Party") to the recipient Party ("Recipient") or any representatives regardless of the manner in which it is furnished or obtained by the Recipient or its representatives through observation of the Disclosing Party's facilities or procedures (save and except communications with legal counsel which constitute attorney-privileged information). Confidential Information shall not include any information that: (i) is or becomes generally known to the public through no fault of the Recipient; (ii) is obtained without restriction from an independent source having a bona fide right to use and disclose such information, without restriction as to further use or disclosure; (iii) the Recipient independently develops through persons who have not had access to such information; (iv) was in the possession of the Recipient prior to its disclosure by the Disclosing Party; (v} the Disclosing Party approves for unrestricted release by written authorization, or (vi) is required to be disclosed by any court, administrative body, government entity, or by applicable freedom of information laws, including but not limited to the California Public Records Act ("CPRA") (Cal. Gov't Code 6264 et seq.), the Ralph M. Brown Act (Cal. Gov't Code 54950 et seq.) or other applicable California "sunshine" law, provided that the Recipient shall promptly give the Disclosing Party written notice of such request prior to disclosure, if legally permissible to do so, to allow the Disclosing Party the opportunity to seek injunctive relief or such other relief as may be appropriate under applicable law and shall fully cooperate (but not including any significant financial or staff time support, which if needed, would have to be arranged for separately through amendment or separate agreement, at the sole option of each Party) with the Disclosing Party, at the Disclosing Party's expense, in seeking confidential treatment for any disclosure of such Confidential Information.

TRAN2112 SR.CON.JK
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DocuSign Envelope ID: EE39201 B-DA80-4575-9BOO-BB7E2049BE90 The Recipient will maintain the Disclosing Party's Confidential Information in strict confidence and not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent except as provided in this Contract. The Recipient shall restrict the disclosure and dissemination of the Disclosing Party's Confidential Information to Recipient's {and in the case where TransTrack is the Recipient to Trans Track and its parent company's) employees or representatives who have a need to know and who are bound to respect the confidentiality of such Confidential Information.

The Recipient acknowledge that compliance with these confidentiality obligations is necessary to protect the Confidential Information of the Disclosing Party, and that a breach of the same will cause irreparable and continuing damage for which money damages may not be adequate. Consequently, if the Recipient breaches or threatens to breach its confidentiality obligations, the Disclosing Party may seek: (i) temporary, preliminary, or permanent injunctive relief, or other equitable relief, in order to prevent such damage; and (ii) money damages, insofar as they can be determined; provided, however, that in any event such damages are limited to the amount set forth by the last paragraph of Section 8 ("Hold Harmless and Indemnification") as to each Party.

Recipient agrees that at the expiration or termination of this Contract, it shall return or destroy, at the Disclosing Party's request, all Confidential Information of the Disclosing Party and certify such destruction. Notwithstanding the foregoing, these obligations of confidentiality will survive termination of this Contract.

29. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows:

CITY
TRAN2112 SR.CON .JK
Ron Fuchiwaki, Director
Department of Public Works
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Cindy Valdivia, Management Analyst
(805) 583-6483
10 23
DocuSign Envelope ID: EE392D1B-DA80-4575-9B00-8B7E2049BE90 CONSULTANT TransTrack Systems, Inc.
5265 Rockwell Drive NE
Cedar Rapids, IA 52402
Staff Contact: Dave Jackson
(319) 361-0007
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.

Attest:
_euueseooacl',1.SO
Lucy Blanco, City Clerk
Approved as to Form:

Lonnie J. Eldridge, City Attorney
Approved as to Content:

Brian Paul Gabler, City Manager
c;;··J:r:1b>c
Jerry
3 j o'hn~~n
Deputy Administrative Services Director
(Support Services)
~::Ztcdk'. f wluw~l
Ronaicf'R'T uchiwaki
Public Works Director
TRAN2112 SR.CON.JK
City of Simi Valley, A Municipal Corporation
By [;:i'"~~I~
Ke1tli"'e
0 Ma~hburn, Mayor of the City
of Simi Valley, California
TransTrack Systems Inc.
if Ooc,uSig1tod t>y:

By: ~~!~~
Kevin Bade Print Name: ________ _ __ _
vice President
Title: ---------- - ---
David Jackson Print Name: _ __________ _
General Manager
Title: --------------
11 24
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90 EXHIBIT "A"

SCOPE OF WORK

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE
CITY OF SIMI VALLEY AND TRANSTRACK SYSTEMS INC.

TO PROVIDE A TRANSIT DATA MANAGEMENT
SOFTWARE SYSTEM, CP960471, RFP NO. PW 20-13, FAIN:

CA-2020-193-00
Software to be Licensed
• TransTrack Basic Software License
• Transit Asset Management
• Daily Passengers & GFI Import
• Daily Driver Trip Sheets & Ecolane Import
• Daily Operations Dispatch Activity Sheet
• Vehicle Inventory & Roadcalls
• Agency Employees
• GL Crosswalk & Expense/Revenue Allocation
• Passenger Miles (MB & DR) Calculations
• Daily Customer Feedback
Services to be Provided
The City is seeking a firm that demonstrates experience with a Transit Data Management Software System to incorporate data and system functionality from different existing sources within the Transit Division in order to produce cost-effective, user friendly meaningful reports that will assist in making financial and operational decisions, and to automate National Transit Database (NTD) reporting. These reports should incorporate at a minimum, the features below:

Objectives
A cloud-based data management system with the features noted below. These features may be achieved with one program, more than one program, or a suite of programs, as long as there is seamless integration and cross functionality of all programs:
• All data management software must meet Federal Transit Administration (FT A) best practices
• Customizable access levels by employee
• Ability to upload and attach scanned documents and pictures • All logs (i.e., dispatch logs), notifications (i.e., delays), bus exchange/road calls, customer concerns, and incident content must be searchable by field and keywords, as well as have the ability to review, email, and print 12 25
DocuSign Envelope 10: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90 • All entry and reporting of customer concerns shall have an automatic email distribution list {if possible), investigative in progress fields, a notes field, and the ability to close a concern after it has been resolved • System should be able to provide the following components: Routes, Organization, Farebox, Operations, Financial, Safety, Vehicles, Utilities, Personnel, Analytics, and Assets
• Must be able to view and report other modules using an analytics feature (such as finance, safety, and operations, etc.)
13 26
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90 EXHIBIT "B"

SCHEDULE OF FEES

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE
CITY OF SIMI VALLEY AND TRANSTRACK SYSTEMS INC.

TO PROVIDE A TRANSIT DATA MANAGEMENT
SOFTWARE SYSTEM, CP960471, RFP NO. PW 20-13, FAIN:

CA-2020-193-00
TransTrack COST PROPOSAL FORM
*Please modify as needed.

SAMPLE COST PROPOSAL FORM SVT DATA MANAGEMENT SYSTEM

INSURANCE REQUIREMENTS

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE
CITY OF SIMI VALLEY AND TRANSTRACK SYSTEMS INC.

TO PROVIDE A TRANSIT DATA MANAGEMENT
SOFTWARE SYSTEM, CP960471, RFP NO. PW 20-13, FAIN:

CA-2020-193-00
Insurance Requirements - The Consultant shall meet the following provision {Sections 1 through 8) relating to insurance coverage. Coverages below shall be at least as broad as:

1. General Conditions - Without limiting the Consultants indemnification of City, Consultant shall provide and maintain at its own expense the insurance listed under Section 7 (Evidence of Coverage) covering its operations, subject to the following conditions:
a) The City, it's Boards, Officers, Agents, Officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 2010, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
b) For any claims related to this project/contract, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its Boards, Officers, Agents, Officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its Boards, Officers. Agents, Officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

Each insurance policy required below shall not be canceled, except with 30 days prior written notice to the City. All renewal policies will meet the insurance requirements in this contract/insurance section with no lapse in coverage.
c) Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 15 28
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90 2 Workers' Compensation - The Consultant shall procure and maintain, during the life of
the Contract, workers' compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project. In case any of the work is sublet, the Consultant shall require all subconsultants to similarly provide workers' compensation insurance for all the latter's employees unless such employees are covered by protection afforded by workers' compensation insurance carried by the Consultant. By submitting a proposal pursuant to this Request for Proposals, Consultant hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation.

3. Aggregate Limits/Blanket Coverage - Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide 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.

4. 5.

6. For the following are the Consultant's current self-insured retentions which may be changed from time to time by the Consultant's ultimate parent company Constellation Software Inc.:
(a) general liability - USO $25,000
(b) automobile liability- USO $500
(c) professional liability - USO $1,000,000
Modification of Coverage -.City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Waiver of Subrogation - Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. 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 has received a waiver of subrogation endorsement from the insurer. The Worker's Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its employees, agents and subcontractors.

Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 16 29
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90

7. Evidence of Coverages - Evidence of coverages (as checked below) having as a minimum the limits shown must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount.

Description
X Workers' Compensation
(X) Employer's Liability
(X) Waiver of Subrogation
X.General Liability (must be written on an Occurrence Form} (X) Premises and Operations
(X) Contractual Liability
(X) Independent Contractors
{X) Products/Completed Operations
(X) Broad Form Property Damage
(X) Personal Injury
(X) Broad Form Liability Endorsement
X,_Automobile Liability {must be written on an Occurrence Form) (X) Owned Automobiles
(X) Non-owned/Hired Automobiles
Statutory
$1,000,000
$2,000,000
$2,000,000
X.Professional Liability (Errors and Omissions) $1,000.000 (to be in continuous force from date of contract award until five years after final acceptance of the project)
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that the City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. 17 30
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90 EXHIBIT"D"

REQUIRED FTA THIRD-PARTY CONTRACT CLAUSES

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE
CITY OF SIMI VALLEY AND TRANSTRACK SYSTEMS INC.

TO PROVIDE A TRANSIT DATA MANAGEMENT
SOFTWARE SYSTEM, CP960471, RFP NO. PW 20-13, FAIN:

CA-2020-193-00
This project is being funded by funds from the Federal Transit Administration (FTA).

Accordingly, the following third-party contract clauses are applicable to all contracts.

Federal requirements apply to this contract and if those requirements change then the most recent requirements shall apply to the project as required.

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

BYRD ANTI-LOBBYING AMENDMENT
Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Agency."
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DocuSign Envelope ID: EE392D1B-DA80-4575-9800-BB7E2049BE90

CIVIL RIGHTS LAWS AND REGULATIONS
The following Federal Civil Rights laws and regulations apply to all contracts. 1 Federal Equal Employment Opportunity (EEO) Requirements. These include, but are not limited to:
a) Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C. Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age, and prohibits discrimination in employment or business opportunity.
b) Prohibition against Employment Discrimination. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and Executive Order No. 11246. "Equal Employment Opportunity," September 24, 1965, as amended, prohibit discrimination in employment on the basis of race, color, religion, sex, or national origin. 2 Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations, "Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance," 49 C.F.R. part 25 prohibit discrimination on the basis of sex.
3 Nondiscrimination on the Basis of Age. The "Age Discrimination Act of 1975," as amended, 42 U.S.C. § 6101 et seq., and Department of Health and Human Services implementing regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq., and Equal Employment Opportunity Commission (EEOC) implementing regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age. 4 Federal Protections for Individuals with Disabilities. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Third party contractors must comply with their responsibilities under Titles I, II, Ill, IV, and V of the ADA in employment, public services, public accommodations. telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.

Civil Rights and Equal Opportunity
The City of Simi Valley is an Equal Opportunity Employer. As such, The City of Simi Valley agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, The City of Simi Valley agrees to comply with the requirements of 49 19 32
DocuSign Envelope ID: EE39201 B-DA80-4575-9800-BB7E2049BE90 U.S.C.§5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Contract, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FT A may issue.

2. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include. but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621- 634, U.S. Equal Employment Opportunity Commission (U.S.EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any Implementing requirements FTA may issue.

4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water 20 33
DocuSign Envelope ID: EE392D1B-DA80-4575·9B0~8B7E2049BE90 Pollution Control Act as amended (33 U.S.C. § 1251-1387). Violations must be reported to FT A and the Regional Office of the Environmental Protection Agency. The following applies for contracts of amounts in excess of $150,000:

Clean Air Act
(1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to report each violation to The City of Simi Valley and understands and agrees that the City of Simi Valley will, in turn, report each violation as required to assure notification to The City of Simi Valley, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.

Federal Water Pollution Control Act
(1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The contractor agrees to report each violation to The City of Simi Valley and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to The City of Simi Valley, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (3) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA."

CONFORMANCE WITH ITS NATIONAL ARCHITECTURE
Intelligent Transportation Systems (ITS) projects shall conform to the National ITS Architecture and standards. Conformance with the National ITS Architecture is interpreted to mean the use of the National ITS Architecture to develop a regional ITS architecture in support of integration and the subsequent adherence of all ITS projects to that regional ITS architecture. Development of the regional ITS architecture should be consistent with the transportation planning process for Statewide and Metropolitan Transportation Planning (49 CFR Part 613 and 621).

DEBARMENT AND SUSPENSION
Applicability: This requirement applies to all FTA grant and cooperative agreement programs for a contract in the amount of at least $25,000. (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
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DocuSign Envelope ID: EE39201B-DA80-4575-9BOO-BB7E2049BE90 (2) C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) The accompanying certification is a material representation of fact relied upon by the subrecipient. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City of Simi Valley and subrecipient, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

DISADVANTAGED BUSINESS ENTERPRISE CDBEl

1. DBE Goal
Although the City of Simi Valley has not established a DBE contract-specific goal on this project, all race-neutral DBE participation will count toward the City's federally mandated overall DBE goal.

2. DBE Policy and Applicability
The City receives federal financial assistance from the Federal Transit Administration (FTA) of the United States Department of Transportation (U.S. DOT) and as a condition of receiving such assistance has developed a Disadvantaged Business Enterprise (DBE) Program (accessible via the City's website) in accordance with federal regulations published under Title 49 CFR, Part 26 and subsequent Guidance.

The City's DBE Program sets forth the policies and procedures to be implemented by the City to ensure that DBEs have an equitable opportunity to participate in the City's federal aid contracting opportunities.

Furthermore the DBE Program Manual describes the processes, procedures, documents, authorizations, approvals and certifications, necessary to maintain compliance with DBE requirements and ensure the City's continued receipt of federal-aid funds for local transportation projects.

The project is subject to the DBE requirements of the City's DBE Program Manual and Title 49 CFR, Part 26 are hereby incorporated into this Contract by reference. Additionally, all DBE participation will count toward the City's federally mandated overall DBE goal.

Pursuant to the intent of these Regulations, it is the policy of the City to:

Implement strategies that promote the spirit and intent of the Federal DBE Program regulations published under U.S. DOT Title 49 CFR Part 26, by ensuring that DBEs have equitable access and opportunities to participate in all of City's DOT-assisted contracting opportunities.
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DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90 Ensure non-discrimination in the award and administration of City's DOT-assisted contracts.

Create a level playing field on which DBEs can compete fairly for DOT-assisted contracts.

Ensure that only firms that meet 49 CFR Part 26 eligibility standards are permitted to participate as DBEs.

Help remove barriers to the participation of DBEs in DOT -assisted contracts.

Provide training and other assistance through our resource partners to address capital, bonding and insurance needs.

Assist in the development of firms that can compete successfully in the marketplace outside the DBE Program.

The City shall not discriminate on the basis of race, color, national origin or gender in the award and performance of any U.S. DOT assisted contract or in the administration of its DBE Program or the requirements of 49 CFR Part 26. The City shall take all necessary and reasonable steps under Part 26 to ensure non-discrimination in the award and administration of U.S. DOT assisted contracts. The City's DBE Program, as required by Part 26 and as approved by the U.S. DOT, is incorporated by reference in this agreement.

Implementation of this Program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the City of its failure to carry out its approved Program, the Department may impose sanctions as provided for under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.)
Pursuant to 49 CFR 26.13(b): Proposers shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts.

Any terms used in this section that is defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations. In the event of any conflicts or inconsistencies between the Regulations and the City's DBE Program with respect to DOT-assisted contracts, the Regulations shall prevail.

3. Race-Neutral DBE Program Measures
The City will utilize Race-Neutral means in meeting its overall DBE Program goal.

The City plans to implement the race-neutral measures to comply with 49 CFR Part 26.51 and Section V of the California Department of Transportation DBE Program Implementation Agreement for Local Agencies.

4. DBE Bid Submission Requirements
Proposer shall complete and submit the following DBE Exhibits (forms) at the times specified with their Bid:
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DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90 • "DBE Participation Commitment Form"
• "Proposers List"
Proposers must submit the DBE forms above even if they do not anticipate proposing DBE participation on this contract.

1. "DBE Participation Commitment Form" required at time of Bid. The Proposer is to provide the following information for each DBE that will participate in the contract:
• The complete name and address of each DBE who will participate in the contract; • A description of the work that each DBE will perform or provide; • The dollar amount of the work to be performed or provided by the DBE; • Valid DBE Certification eligibility status, in conformance with 49 CFR Part 26; • The Proposer shall also submit, for each DBE to perform under this contract, a written confirmation from the DBE acknowledging that it is participating in the contract for a specified value, including the corresponding scope of work (a subcontract bid can serve in lieu of the written confirmation).

2. "Proposers List" required at time of Bid. The City is required by Regulations to create and maintain a "Proposers List" of all firms bidding or quoting on the City's DOT-assisted contracts for use in calculating the City's overall DBE goal. Proposers are required to complete and submit the requested information listed on the "Proposers List Form" for all firms (DBE[s] and Non-DBE[s]) who submitted a bid, quote and/or bid, including firms who were contracted by the Prime Proposer.

5. DBE Eligibility and Commercially Useful Function Standards A DBE must be certified at the time of Bid:

A certified DBE must be a small business concern as defined pursuant to Section 3 of the U.S. Small Business Act and relevant regulations promulgated pursuant thereto.

A DBE may participate as a prime contractor, subcontractor, joint venture partner with a prime or subcontractor, vendor of material or supplies, or as a trucking company.

A DBE joint venture partner must be responsible for specific contract items of work, or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest.

At time of Bid, DBEs must be certified by the California Unified Certification Program (CUCP). Listings of DBEs certified by the CUCP are available from the following sources:

The CUCP web site, which can be accessed at http://www.californiaucp.com; or the Caltrans "Civil Rights" web site at http://www.dot.ca .gov/hq'/bep.

A DBE must perform a commercially useful function in accordance with 49 CFR 26.55 (i.e., must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work). A DBE should perform at least thirty percent (30%) of the total cost of its contract with its own workforce to presume it is performing a commercially useful function. 24 37
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90

6. DBE Crediting Provisions
The City requires that all DBEs listed by Proposers for participation, be certified as eligible DBEs at the time of bid submission, in order for their race-neutral participation to be counted towards the City's Overall DBE goal.

In accordance with 49 CFR §26.55 and §26. 71, the following guidelines apply in calculating/ counting DBE participation:

Only the participation of firms certified in accordance with 49 CFR Part 26 may be counted as DBE participation.

Only work ( represented by Work Category code( s)) for which the firm is certified as a DBE may be counted as DBE participation.

Only work performed by a DBE's own work forces {including cost of supplies, materials and equipment leases obtained by the DBE for the work of the contract, except supplies and equipment the subcontractor purchases and/or leases from the prime contractor or its affiliate), may be counted as DBE participation.

When a DBE subcontracts part of its work of its contract to another firm, the value of the subcontracted work may be counted as DBE participation only if the DBE subcontractor is itself a certified DBE. Work that a DBE subcontracts to a non-DBE firm does not count as DBE participation. A DBE should perform at least thirty percent (30%) of the total cost of its contract with its own workforce.

When a DBE performs as a participant in a joint venture with a non-DBE, only the portion of the total contract dollar value equal to the distinct, clearly defined portion of the work to be performed by the DBE's own forces may be counted as DBE participation.

Only work considered to perform a commercially useful function may be counted as DBE participation.

For transportation services that are required under the contract and provided by a DBE trucking company, DBE participation is counted on the total value of the transportation services the DBE trucking company provides using trucks it owns, insures, and operates and using drivers it employs.

For materials and supplies that are required under the contract and obtained from a DBE manufacturer, one hundred percent ( 100%) of the materials/supp lies may be counted as DBE participation. For purposes of this section, a manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials and supplies obtained by the contractor.

For materials and supplies that are required under the contract and obtained from a DBE supplier/regular dealer, sixty percent (60%) of the materials/supplies may be counted as DBE participation. For purposes of this section, a supplier/regular dealer is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. 25 38
DocuSign Envelope ID: EE392D1 B-DA80~575-9BOO-BB7E2049BE90 A Proposer may count as DBE participation, fees and commissions paid to DBE firms that are not manufacturers or regular dealers, provided that the fees or commissions are determined to be reasonable and not excessive, as compared with fees customarily allowed for similar services.

A Proposer may count as DBE participation, all transportation services provided by a DBE trucking firm that can demonstrate control of trucking operations for which it seeks credit and it owns, insures, and operates, using drivers it employs in the performance of the contract. The DBE must itself own and operate at least one fully licensed, insured, and operation truck used on the contract. The DBE trucking firm may lease trucks from another DBE firm, including an owner-operator who is certified as a DBE. The DBE receives credit for the total value of the transportation services the lessee DBE provides on the contract. The DBE who leases trucks from a non~DBE is entitled to credit only for the fees or commissions it receives as a result of the lease arrangement.

Prime contractors are advised to not count participation of DBE subcontractors towards DBE attainment until the amount being counted has been paid to the DBE.

In cases where a DBE's certification has ceased during the performance period of the contract, although the prime contractor will continue to report to the City, the dollar value of the work performed by the firm, any work performed after the DBE ceases to be certified will not count towards DBE participation credit or the City's Overall DBE goal fulfillment.

OHS SEAL LOGO. AND FLAGS
Department of Homeland Security (OHS) seal(s}, logos, crests, or reproductions of flags or likenesses of OHS agency officials without specific FT A pre- approval.

ENERGY CONSERVATION
The contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

EQUAL EMPLOYMENT OPPORTUNITY
During the performance of this contract, the contractor agrees as follows:

The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.
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DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E2049BE90 The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the City of Simi Valley contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 27 40
DocuSign Envelope ID: EE39201 B-DA80-4575-9BOO-B87E2049BE90

FEDERAL CHANGES
49 CFR Part 18 Federal Changes • Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract.

Contractor's failure to so comply shall constitute a material breach of this contract.

FLY AMERICA
Definitions. As used in this clause-
"lnternational air transportation" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. 2) "United States" means the 50 States, the District of Columbia, and outlying areas. 3) "U.S.-flag air carrier" means an air carrier holding a certificate under 49 U.S.C. Chapter 411.

When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, Agencies, and others use U.S.-flag air carriers for U.S.

Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.SAlag air carrier is available to provide such services.

If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property.

In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

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

Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation.
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DocuSign Envelope ID: EE392D1B-DA80-4575·9BOO-BB7E20498E90

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION CFTA) TERMS Incorporation of Federal Transit Administration (FTA) Terms - The provisions within includes, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in the current FTA Circular 4220 are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FT A mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any request which would cause a violation of the FTA terms and conditions.

NO GOVERNMENT OBLIGATION TO THIRD PARTIES
The City of Simi Valley and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government. the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the City of Simi Valley, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FT A. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

PATENT RIGHTS AND RIGHTS IN DATA
Intellectual Property Rights
This Project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the City of Simi Valley intellectual property access and licenses deemed necessary for the work performed under this Contract and in accordance with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Contract and shall, at a minimum, include the following restrictions:

Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FT A, until such time as FT A may have either released or approved the release of such data to the public. This restriction on publication, however, does not apply to any contract with an academic institution. For purposes of this Contract, the term "subject data" means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract.

Examples of "subject data" include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports. catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract.
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DocuSign Envelope ID: EE392D1B-DA8o-4575-9BOO-BB7E2049BE90 The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for "Federal Government Purposes," any subject data or copyright described below. For "Federal Government Purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party.

Any subject data developed under the Contract, whether or not a copyright has been obtained; and
Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FT A.

Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FT A's license in the copyright to any subject data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct.

Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.

Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.

Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work.

The Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance.
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DocuSign Envelope ID: EE392D1 B-DA80-4575·9BOO-BB7E2049BE90

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS
The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract.

PROMPT PAYMENT
The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.

The contractor must promptly notify the City of Simi Valley, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the City of Simi Valley.

TERMINATION
Termination for Convenience (General Provision)
The City of Simi Valley may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the City of Simi Valley's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to City of Simi Valley to be paid the Contractor. If the Contractor has any property in its possession belonging to City of Simi Valley, the Contractor will account for the same, and dispose of it in the manner City of Simi Valley directs.

Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City of Simi Valley may terminate this contract for default. Termination shall be effected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City of Simi Valley that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City of Simi Valley, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience.

Opportunity to Cure (General Provision)
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DocuSign Envelope ID: EE392D1B-DA8o-4575-9BOO-BB7E2049BE90 The City of Simi Valley, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to City of Simi Valley's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [10 days] after receipt by Contractor of written notice from City of Simi Valley setting forth the nature of said breach or default, City of Simi Valley shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude City of Simi Valley from also pursuing all available remedies against Contractor and its sureties for said breach or default.

Waiver of Remedies for any Breach
In the event that City of Simi Valley elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by City of Simi Valley shall not limit City of Simi Valley's remedies for any succeeding breach of that or of any other covenant, term, or condition of this contract.

Termination for Convenience (Professional or Transit Service Contracts) The City of Simi Valley, by written notice, may terminate this contract, in whole or in part, when it is in the City of Simi Valley's interest. If this contract is terminated, the City of Simi Valley shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination.

Termination for Default (Supplies and Service)
If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the City of Simi Valley may terminate this contract for default.

The City of Simi Valley shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the City of Simi Valley.

Termination for Default (Transportation Services)
If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the City of Simi Valley may terminate this contract for default. The City of Simi Valley shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract.

If this contract is terminated while the Contractor has possession of City of Simi Valley goods, the Contractor shall, upon direction of the City of Simi Valley, protect and preserve the goods until surrendered to the City of Simi Valley or its agent. The Contractor and City of Simi Valley shall agree on payment for the preservation and protection of goods. 32 45
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 Failure to agree on an amount will be resolved under the Dispute clause.

Termination for Default (Construction)
If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will ensure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provision of this contract, City of Simi Valley may terminate this contract for default. The City of Simi Valley shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the City of Simi Valley may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the City of Simi Valley resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the City of Simi Valley in completing the work.

The Contractor's right to proceed shall not be terminated nor shall the Contractor be charged with damages under this clause if: 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of City of Simi Valley, acts of another contractor in the performance of a contract with City of Simi Valley, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The Contractor, within [1 O] days from the beginning of any delay, notifies City of Simi Valley in writing of the causes of delay. If, in the judgment of City of Simi Valley, the delay is excusable, the time for completing the work shall be extended. The judgment of City of Simi Valley shall be final and conclusive for the parties, but subject to appeal under the Disputes clause(s) of this contract. 3. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of City of Simi Valley.

Termination for Convenience or Default (Architect and Engineering) The City of Simi Valley may terminate this contract in whole or in part, for the City of Simi Valley's convenience or because of the failure of the Contractor to fulfill the contract obligations. The City of Simi Valley shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall ( 1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the City of Simi Valley 's Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. City of Simi Valley has a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, all such data, drawings, specifications, reports, estimates, summaries, and other information and materials. 33 46
DocuSign Envelope ID: EE392D1B-DA80-4575-9BO~BB7E2049BE90 If the termination is for the convenience of the City of Simi Valley, the City of Simi Valley's Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services.

If the termination is for failure of the Contractor to fulfill the contract obligations, the City of Simi Valley may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the City of Simi Valley.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of City of Simi Valley Termination for Convenience or Default (Cost-Type Contracts) The City of Simi Valley may terminate this contract, or any portion of it, by serving a Notice of Termination on the Contractor. The notice shall state whether the termination is for convenience of City of Simi Valley or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the City of Simi Valley, or property supplied to the Contractor by the City of Simi Valley. If the termination is for default, the City of Simi Valley may fix the fee, if the contract provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City of Simi Valley and the parties shall negotiate the termination settlement to be paid the Contractor.

If the termination is for the convenience of City of Simi Valley, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination.

If, after serving a Notice of Termination for Default, the City of Simi Valley determines that the Contractor has an excusable reason for not performing, the City of Simi Valley, after setting up a new work schedule, may allow the Contractor to continue work. or treat the termination as a Termination for Convenience.

VIOLATION AND BREACH OF CONTRACT
Rights and Remedies of the City of Simi Valley
The City of Simi Valley shall have the following rights in the event that the City of Simi Valley deems the Contractor guilty of a breach of any term under the Contract.

1. The right to take over and complete the work or any part thereof as City of Simi Valley for and at the expense of the Contractor, either directly or through other contractors;

2. The right to cancel this Contract as to any or all of the work yet to be performed;

3. The right to specific performance, an injunction or any other appropriate equitable remedy; and
34 47
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO·B87E2049BE90

4. The right to money damages .

For purposes of this Contract, breach shall include:

Rights and Remedies of Contractor
Inasmuch as the Contractor can be adequately compensated by money damages for any breach of this Contract, which may be committed by the City of Simi Valley, the Contractor expressly agrees that no default, act or omission of the City of Simi Valley shall constitute a material breach of this Contract, entitling Contractor to cancel or rescind the Contract (unless the City of Simi Valley directs Contractor to do so) or to suspend or abandon performance.

Remedies
Substantial failure of the Contractor to complete the Project in accordance with the terms of this Contract will be a default of this Contract. In the event of a default, the City of Simi Valley will have all remedies in law and equity, including the right to specific performance, without further assistance, and the rights to termination or suspension as provided herein.

The Contractor recognizes that in the event of a breach of this Contract by the Contractor before the City of Simi Valley takes action contemplated herein, the City of Simi Valley will provide the Contractor with sixty (60) days written notice that the City of Simi Valley considers that such a breach has occurred and will provide the Contractor a reasonable period of time to respond and to take necessary corrective action.

Disputes
Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by an authorized representative of City of Simi Valley. This decision shall be final and conclusive unless within [60] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the City of Simi Valley's authorized representative. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the City of Simi Valley's authorized representative shall be binding upon the Contractor and the Contractor shall abide be the decision.

In the event that a resolution of the dispute is not mutually agreed upon, the parties can agree to mediate the dispute or proceed with litigation. Notwithstanding any provision of this section, or any other provision of this Contract, it is expressly agreed and understood that any court proceeding arising out of a dispute under the Contract shall be heard by a Court de nova and the court shall not be limited in such proceeding to the issue of whether the Authority acted in an arbitrary, capricious or grossly erroneous manner. Pending final settlement of any dispute, the parties shall proceed diligently with the performance of the Contract, and in accordance with the City of Simi Valley's Direction or decisions made thereof.

Performance during Dispute
Unless otherwise directed by City of Simi Valley, Contractor shall continue performance under this Contract while matters in dispute are being resolved. 35 48
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 Claims for Damages
Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of its employees, agents or others for whose acts it is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.

Remedies
Unless this Contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City of Simi Valley and the Contractor arising out of or relating to this Contract or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which The City of Simi Valley is located.

Rights and Remedies
The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by The City of Simi Valley or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract. nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
36 49
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 EXHIBIT"E"

END USER SOFTWARE LICENSE, TRAINING AND IMPLEMENTATION

SUPPORT AGREEMENT

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE
CITY OF SIMI VALLEY AND TRANSTRACK SYSTEMS INC.

TO PROVIDE A TRANSIT DATA MANAGEMENT
SOFTWARE SYSTEM, CP960471, RFP NO. PW 20-13, FAIN:

CA-2020-193-00
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DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90

END-USER SOFTWARE LICENSE, TRAINING AND IMPLEMENTATION

SUPPORT AGREEMENT
PARTIES: TRANSTRACK SYSTEMS® Inc.
5265 Rockwell Drive, NE
Cedar Rapids, IA 52402
(''Licensor")
DATE:

PLACE:

City of Simi Valley
Department of Public Works, Transit
490 W. Los Angeles Ave.

Simi Valley, CA 93065
("Licensee")
February 22, 2021
Simi Valley, CA

RECITALS
A. Licensor is in the business of developing and licensing the web-based TransTrack Manager® application, available on-line to transit agencies for transit industry Business Intelligence data collection, processing and reporting; and
B. Licensee desires to implement a Data Management System; and C. Licensee desires to obtain a license for the TransTrack Manager® software application available online and services and training support for the software, as well as development of custom imports and reports.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I. GRANT OF LICENSE

1. Grant of License. Subject to all the terms and conditions of this Agreement ("License"), and in consideration of the covenants and representations set forth herein, Licensor grants to Licensee a personal, non-exclusive, non-transferable right and license to the TransTrack Manager® application, with no right to sublicense. The TransTrack Manager® application is described in detail in Exhibit A attached hereto and incorporated by reference (''Software''). The License is granted solely under the conditions contained herein, and Licensee accepts such 38 51
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-B87E2049BE90 grant. The term of the License is set forth in Article IV, Section 6 below.

This License and the use of the Software may not be assigned by the Licensee, without the prior written consent of the Licensor. The License, the Software, and user documentation and training materials may not be disclosed, sublicensed, published, released or transferred to another party by Licensee without the prior written consent of Licensor, or except as provided in this License, or by reason of law required of Licensee by State regulations.

2. Ownership Rights. The Software and the documentation related thereto ("Documentation") are proprietary to Licensor and title thereto remains in Licensor. All applicable intellectual property rights to the Software, including but not limited to patents, copyrights, trademarks and trade secrets, are and shall remain with the Licensor.

3. Domain. Licensee agrees to access the Software through the Internet at the web address: www.transtrack.net. Access to this domain ('Domain") will be through a special pass code given to Licensee, which is personal to it and is granted through this License Agreement.

4. Restrictions. The Software may not be rented, loaned, leased, sublicensed, sold or distributed by Licensee to any person, entity, corporation, municipality or agency thereof, except for designated representatives of the Licensee. Licensee may not alter proprietary notices, labels, or markings on the Software whether on the Domain or elsewhere. Licensee may not modify, translate, reverse engineer, disassemble, or decompile the Software. Access to the Domain may not be assigned or utilized by any other entity or persons other than Licensee and designated representatives of the Licensee. Shared access to the Software will be provided with separate pass codes given by Licensor to the Licensee and representatives of the Licensee. The Licensee shall own data C'Data'') input into the Software by the Licensee.

5. Documentation. Licensor shall supply complete Documentation necessary for Licensee to use the Software effectively. Documentation includes, but is not limited to, user manuals and file descriptions.

Licensee shall have the right, as part of the License granted herein, to make as many additional copies of the Documentation for its own use as it may reasonably determine it needs.

ARTICLE II. TRAINING, IMPLEMENTATION AND SUPPORT SERVICES

1. Set-Up and Training Services. In connection with the grant of the License, Licensor shall provide Licensee with certain initial user training, 39 52
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 implementation and initial set-up services so that the Software will conform to the organizational needs and business logic requirements of the Licensee. These services are set forth in the Implementation Set-Up and Training Services described in Exhibit "B" attached hereto and incorporated by reference.

With respect to the Set-Up and Training Services, the Customization and Programming Services, and the Support Services which are set forth in Sections 1, 2, and 3 of this Article II, Licensor warrants that all such Services, which are more fully described in Exhibits B, C, and D of this License, shall be performed in a skillful and competent manner which meets or exceeds the industry standards for experienced consultants providing similar services to those provided hereunder. Licensor represents that its employees have all qualifications and approvals of whatever nature that are required to perform such Services.

3. Customization and Programming Services. Under this License, there may be some customization of Licensor's proprietary Software ("Customized Software
11 ). The fees for the Customized Software are already included in the prices set forth in the Exhibits to this License. Should Licensee ask for additional custom features beyond the scope of what has been agreed upon by the Parties for functionality or "look and feel", Licensee shall make requests for such customization and Licensor will determine if it is able to perform such additional services and the fees that will be associated with those additional services. Aside from any intellectual property belonging to Licensee which is subsequently utilized in any customization, notwithstanding any regulatory requirements, including, but not limited to, FTA terms, all Customized Software is licensed in accordance with the terms of this Agreement and Licensor shall retain all right, title and interest in any elements of the Customized Software, its existing Software that are incorporated into any customized product, including but not limited to, rights to patents, copyrights, trademarks, trade secrets, transferable technical data, know-how, source code, processes, future improvements, plans, drawings, specifications, and methods of manufacture incorporated in and to any Customized Software and programming services outlined in Exhibit "C" attached hereto and incorporated by reference. Subject to the rights of termination by Licensor, as specified in this License, any Customized Software shall be available to licensee for Licensee
1 s use during the one (1) year initial
term and any additional renewal terms of the License, provided that Licensee and Licensor can agree on the scope of the Services to be provided and the then current rate for the annual maintenance and support fee for use of the Software.
40 53
OocuSign Envelope to: EE392D1B-DA80-4575-9BOO-BB7E2049BE90

3. Maintenance and Support Services. Licensor shall provide on-going technical assistance, training and support services to the Licensee as described in Exhibit "D" attached hereto and incorporated by reference.

4. Reports. Licensor shall provide Licensee with the reports containing the information at the times and in accordance with the list provided in Exhibit "E" attached hereto and incorporated by reference. Licensor will prepare and deliver to Licensee such other reports in such formats and at such times as are reasonably requested by Licensee, provided that Licensee agrees to pay the related reasonable incremental costs incurred by Licensor for preparing these other reports, which costs shall be estimated by Licensor at Licensee's request. Licensee will review all reports delivered to it for accuracy within 14 days of delivery, as specified in Exhibit E, and will notify Licensor of any "material errors", defined as errors, omissions or discrepancies discovered in any report referenced in Exhibit E. In the event of any material error in a custom report requested by Licensee, Licensor will use commercially reasonable efforts to correct the material error. In the event Licensor is unable to do so, after a reasonable period of time and in its sole discretion, it will return any fees already paid by Licensee for the customization and will not require payment of any fees related to correction of the error if already presented to Licensee in the form of an invoice. Notwithstanding anything contained herein with respect to damages, remedies and liability, THE RETURN OF

FEES OR THE FORBEARANCE TO COLLECT ANY FEES RELATED TO

ERROR CORRECTION IN CUSTOM REPORTS WILL BE THE SOLE AND

EXCLUSIVE REMEDY OF LICENSEE FOR THE INABILITY OF LICENSOR TO CORRECT ERRORS.

ARTICLE III. FEES AND LICENSEE RESPONSIBILITIES

1. Payment of Fees and Costs. Licensee agrees to pay Licensor licensing and service fees as described in Exhibit "F", attached hereto and incorporated by reference. These licensing and service fees are for the License described in Article I, and training, set-up services, customized programming services, ISP and on-going support services described in Article II. All amounts due from Licensee shall be paid in accordance with the schedule referenced in Exhibit "F." Upon receipt of an invoice from Licensor, Licensee shall, within thirty (30) days, review the invoice and pay all approved charges for services that have been provided to Licensee.

2. Default by Licensee in Payment of Fees. Should Licensee either fail to make the payments set forth in Exhibit "F" within 30 days from the date of invoice to Licensee or dispute any charges on such statement, the Licensor shall send a written notice of delinquency in the manner set forth 41 54
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-BB7E20498E90 in Article IV, Section 8(K). If payment for undisputed charges has not been received after ten (10) days from the date of the written notice to Licensee specifying the delinquency, Licensor shall have the right to terminate this License and all rights granted herein and seek damages and injunctive relief for the breach thereof.

3. Responsibilities of the Licensee. Licensee agrees to name a Project Manager/System Administrator with responsibility for taking reasonable action to ensure a timely implementation set-up and training by Licensor of Licensee's staff. Licensee is responsible for assigning security access to the Software and data of the Licensee. Licensee understands that satisfactory performance of the Software requires: up to date Microsoft Edge, Chrome, Firefox, or similar modern browsers. Licensee is responsible for providing the hardware and appropriate software and operating systems specified herein.

4. No Other Terms. Except as explicitly provided in this License, no other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part of this License or have any legal effect whatsoever. Without limiting the generality of the foregoing, Licensor will not be bound by any standard or printed or referenced terms produced by Licensee, including but not limited to those terms included or referenced in any of Licensee's purchase orders.

Licensee expressly acknowledges that no provisions, representations, undertakings, agreements, regarding the products or services to be provided hereunder, have been made, other than those contained in this License.

ARTICLE IV. MISCELLANEOUS

1. Confidentiality.

A. Definition of Confidential Information. The parties acknowledge that in connection with their respective rights and responsibilities under this License, each will have access to the others' confidential and proprietary information (''Confidential Information"). Licensor's Confidential Information includes the Software and all copies and partial copies thereof, including its proprietary function, logic and structure, the Documentation, and any other information of a competitive, sensitive or proprietary nature, such as, but not limited to, any non-public information relating to Licensor's internal procedures, customers, personnel, incidents, financial information and other results. Licensee
1 s Confidential Information includes the
Data, as defined in Article I, Section 4 of this License Agreement, 42 55
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 and any information of a competitive, sensitive or proprietary nature, such as, but not limited to, any non-public information relating to Licensee's internal procedures, customers, personnel, incidents, financial information and other results. For purposes hereof, the parties acknowledge and agree that, except as otherwise provided in subsection l(D) of this Article IV, Licensee's Confidential Information includes any and all methodologies, business logic and technology utilized by Licensee in its business.

This obligation of confidentiality applies to any Confidential Information that is proprietary to each Party as well as to information of third parties that either Party has an obligation to keep confidential, and will survive termination of this License. The Parties agree that, upon termination of this License, Licensor shall return to Licensee all copies of licensee Confidential Information in Licensor's possession.

B. Limitations on Disclosure and Use. Except as specifically provided for in this License or as required by law, each Party agrees not to use the other Party's Confidential Information for itself or for any other party, or divulge or disclose the Confidential Information to any other party other than to authorized employees or consultants with a need to know, each of whom is made aware of and agrees to abide by these obligations. All confidentiality obligations contained in this Article IV shall be in full force and effect as to those entities. Each Party agrees to implement reasonable procedures to prevent unauthorized disclosure and to treat the other Party's Confidential Information with at least the same degree of care as it treats its own Confidential Information, but at a minimum with a reasonable degree of care.

C. Compelled Disclosure. In the event that either Party becomes legally compelled to disclose the other Party's Confidential Information, the compelled Party shall provide the other Party with at least five (5) business days written notice ( or, if such notice period is impracticable, prompt notice) so that the other Party may seek a protective order or other appropriate remedy. If the other Party is unable to obtain a protective order or other appropriate remedy, then the receiving Party may disclose the disclosing Party's Confidential Information requested but only that minimum amount of Confidential Information required to comply with the legal request as advised by the receiving Party's legal advisor.

D. Exclusions from Confidential Information. For purposes of this subsection, Confidential Information shall not be deemed to include any information that (i) is or subsequently becomes publicly 43 56
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 available other than through either Party's breach of any duty owed the other Party; (ii) was lawfully known to the receiving Party prior to disclosure in connection with this License; or (iii) became known to the receiving Party from a third party other than by breach of a duty of confidentiality; or (iv) information that is required to be disclosed pursuant to the California Public Records Act.

2. Intellectual Property Warranty and Indemnification . Licensor represents and warrants that Licensor is the owner of the Software and has the right to grant the License granted herein. Licensor will defend and indemnify Licensee against a claim that the Software infringes a United States intellectual proprietary right of a third party provided that: (i) Licensee promptly notifies Licensor in writing upon receipt of the claim or complaint, and does not prejudice the rights of Licensor within the context of any such action or claim; and (ii) Licensee provides Licensor, at Licensor's expense, with assistance, information and authority necessary for Licensor to perform its obligation under this Section 2; (iii) Licensor controls the defense and settlement of any claim or action with legal counsel of Licensor's choice in its sole discretion. If the Software becomes, or in Licensor's reasonable judgment is likely to become, the subject of a claim based upon an alleged infringement of an intellectual property right of a third party, Licensor will notify Licensee and at Licensor's sole option,(i) procure for Licensee the right to continue to use the Software; or (ii) replace or modify the Software so that it is non infringing; or (iii) require that Licensee, upon advance written notice, cease, with respect to all periods commencing on and after the date of such notice, use of the Software under this License for an indefinite period or, at Licensor's sole discretion, for a period pending satisfaction by Licensor of clause (i) or (ii) immediately above in this Section 2 of Article IV. In the case of this clause (iii), Licensor shall credit the Licensee for fees paid with respect to the Software, calculated on a straight-line depreciation schedule based on the term of this License commencing from the date of Licensee's payment of the License Fees hereunder. Should Licensee be required to cease use of any Customized Software, Licensor shall reimburse Licensee for all customization fees paid by Licensor to Licensee, based on the same depreciation schedule. In addition to the return of the amortized fees already paid to Licensor, Licensor and Licensee shall have the right to terminate this License in its entirety without any obligations thereafter. These remedies, including termination of the License, as well as the indemnification obligations contained herein, shall be the sole and exclusive remedies of Licensee for Licensor's breach of its warranty of non-infringement.

3. Equitable Remedies. Each of the parties acknowledges and agrees that its failure to comply with the terms of Section 2, 3 and 4 of Article I and 44 57
DocuSign Envelope ID: EE392D1B·DA80-4575-9BOO-BB7E2049BE90 Section 1 of Article IV will result in immediate and irreparable damage to the other party. Each of the parties acknowledges and agrees that there is no adequate remedy at law available to the other party for such failure and in the event thereof, the non-breaching party shall be entitled to seek equitable relief in the way of a temporary restraining order, an injunction and such other relief as a court of competent jurisdiction may deem proper, without the necessity of posting a bond or similar security.

4. WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY WITH

RESPECT TO THE SERVICES TO BE PERFORMED IN ACCORDANCE WITH ARTICLE II, SECTION 1 ABOVE, LICENSOR DOES NOT MAKE ANY

WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE,

ANY THIRD PARTY SOFTWARE, ANY HARDWARE OR EQUIPMENT, THE

SERVICES RENDERED BY ITS PERSONNEL, OR THE RESULTS OBTAINED

FROM THE WORK OF ITS PERSONNEL, INCLUDING, WITHOUT

LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNIFORM COMMERCIAL CODE OR ANY COMPARABLE STATE STATUTE.

LICENSEE FURTHER UNDERSTANDS AND AGREES THAT IT IS GRANTED THIS LICENSE ON AN "AS IS" "WHERE IS" BASIS. FURTHER, LICENSOR DOES NOT WARRANT THAT: (I) THE SOFTWARE OR ANY CUSTOM

SOFTWARE WILL MEET ALL OR ANY OF LICENSEE'S PARTICULAR
REQUIREMENTS; (II) THAT THE SOFTWARE OR ANY CUSTOM
SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED; OR (III)

ALL PROGRAMMING ERRORS IN THE SOFTWARE OR ANY CUSTOM
SOFTWARE CAN BE FOUND OR CORRECTED.

5. LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR: CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES

FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO THE

BREACH OF THE WARRANTY OF INFRINGEMENT, INCLUDING ANY
DAMAGES WHICH MAY BE CONTAINED IN SECTION 2-312 OF THE UCC

OR COMPARABLE STATE STATUTE, PERFORMANCE OF ANY SERVICES,

LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA

OR RECORDS, OR LOSS OF BUSINESS INFORMATION, OR FOR ACTS OF

NEGLIGENCE THAT ARE NOT INTENTIONAL OR RECKLESS IN NATURE,

REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY AND

RESPONSIBILITY FOR ANY AND ALL CLAIMS, DAMAGES, COSTS OR

LOSSES WHATSOEVER ARISING EITHER JOINTLY OR SOLELY FROM OR

IN CONNECTION WITH THIS AGREEMENT OR THE USE (WHETHER OR

NOT IN THE MANNER PERMITTED BY THIS AGREEMENT) OF THE

SOFTWARE, CUSTOM SOFTWARE, DOCUMENTATION, INCLUDING

CLAIMS FOR BREACH OF CONTRACT, TORT, MISREPRESENTATION, OR 45 58
DocuSign Envelope ID: EE392D1 B-DA80-457S-9BOO-BB7E20498E90

OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID

BY THE LICENSEE IN THE YEAR OF THE CLAIM FOR THE SOFTWARE,

CUSTOM SOFTWARE, DOCUMENTATION OR SERVICE THAT IS THE
SUBJECT OF THE CLAIM. THIS LIMITATION OF LIABILITY SHALL NOT

APPLY FOR ACTIJAL DAMAGES RESULTING FROM BODILY INJURY OR

TANGIBLE OR REAL PROPERTY DAMAGE RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LICENSOR.

6. Term and Termination. This term of this License shall commence on the date of complete execution by both parties and continue through February 22, 2026. After February 23, 2026, the License may be renewed at the request of Licensee for an additional one {1) year period in exchange for the payment for an extension of the annual maintenance and support service fees set forth in the attached Exhibits. The license right to use the Software are only valid and available for the Licensee use during the original contract term and any fully paid-up annual maintenance and support service renewal periods. Upon prior written notice, either party may terminate this License if the other party becomes insolvent, ceases doing business in its regular course, files a petition in bankruptcy or is subject to the filing of an involuntary petition for bankruptcy which is not rescinded within a period of ninety (90) days, or fails to cure a material breach of any term or condition of this License within thirty (30) days of receipt of written notice specifying such breach and demand for cure.

Notwithstanding the foregoing, however, failure by Licensee to timely pay undisputed or disputed fees under this License shall be subject to shorter termination periods as specified in Article III, Sections 1 and 2 above.

7. Insurance and Escrow Agent
A Escrow. After execution of this License, and subject to payment of the appropriate fees by Licensee (set forth in Exhibit F), Licensor will deposit and maintain with an escrow agent the source code for the Software and related documentation ("Escrowed Materials"), pursuant to an agreement for escrow services with an Intellectual Property Escrow Agent ("Escrow Agent''). Licensee shall be named a beneficiary under the agreement with the Escrow Agent. It shall be the responsibility of Licensee to procure third-party software in order to use the Escrowed Materials. The events which would allow Licensee to receive the Escrowed Materials from the Escrow Agent shall be: (i) the bankruptcy or dissolution of Licensor; (ii) a court order requiring the Escrow Agent to release the Escrowed Materials; or (iii) a request of Licensor. In the event of a release to Licensee of the Escrowed Materials, Licensee shall be granted a royalty free license to access, use, digitally perform and execute 46 59
DocuSign Envelope ID: EE392D1B-DA8Q-4575-9BOO-BB7E20498E90 the Escrowed Materials in furtherance of the purpose of this License.

B. Insurance. Licensor will obtain and maintain during the Term: (i) Commercial General Liability Insurance, including products, completed operations liability and personal injury, advertising liability and contractual liability with a minimum combined single limit of $1,000,000 per occurrence; {ii) Commercial Automobile Liability Insurance with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage; and (iii) Errors and Omissions Insurance with a limit of liability not less than $1,000,000. Licensor will also provide a program of Workers' Compensation insurance or a State-approved Self Insurance Program in an amount and form to meet all applicable requirements of the Labor Code for applicable state of employee residence, including Employer's Liability, covering all persons providing services on behalf of the Licensor and all risks to such persons under this License.

8. General.

A. Relationship of the Parties. In performing their respective obligations hereunder, each of the parties shall operate as and have the status of an independent contractor and shall not act as or be an agent, partner, or employee of the other party. Neither party shall have any right or authority to assume or create obligations of any kind or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

B. Force Majeure. Neither party shall be deemed in default of this License to the extent that performance of the party's respective obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, act of government, or any other cause beyond the reasonable control of such party, provided that such party gives the other party written notice of the condition within ten (10) business days of discovery thereof. If proper notice is given, the time for performance or cure shall be extended for a period equal to the duration of the force majeure event or circumstance described in the notice.

C. Assignment and Binding Effect. Licensee may not assign, bargain, sell, transfer, sublicense, convey, hypothecate or pledge the rights and licenses granted to it herein without the prior written consent of Licensor. Licensor may, with notice to Licensee, assign this 47 60
DocuSign Envelope ID; EE392D1B-DA80-4575-9BOO-BB7E2049BE90 License either in its entirety or in partial form to a successor in interest by way of merger, acquisition, spin-off, or consolidation, or to an entity with which it enters into an outsourcing agreement with respect to the maintenance and support obligations for the Software. This License shall be binding upon and inure to the benefit of any permitted successors or assigns.

0. Sole License. This license, including the recitals and the attached exhibits and any other attachment incorporated herein by reference, sets forth the entire License and understanding of the parties relating to its subject matter, and supersedes and merges all prior and contemporaneous agreements, negotiations and understandings between the parties, whether oral or written.

Neither Licensee nor Licensor shall be bound by any oral agreement or representation irrespective of by whom or when made. No change or modification to this License will be binding unless it is in writing and signed by authorized representatives of Licensor and Licensee.

E. Legal Costs and Expenses. If any action or proceeding, including non-binding mediation, is brought to enforce any of the terms of this License, the prevailing party shall be entitled to recover all of its reasonable costs and expenses incurred in such proceeding, including but not limited to, reasonable attorney's fees.

F. Severability. In the event that any provision of this License is determined by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable under applicable laws or regulations, either such provision shall be deemed amended to conform to such laws or regulations without materially altering the intention of the parties, or it shall be deleted and the parties shall negotiate in good faith to replace such provision. In such event, the remainder of this License shall continue in full force and effect unless, after the provisions deemed to be illegal, invalid or unenforceable are removed, the remainder of the License's terms make it commercially impracticable to continue in the opinion of either Party. In such event, the License will terminate without any liability on the part of either Licensee or Licensor.

G. Waiver. The waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any other occasion.

Either party may elect to continue performance notwithstanding such breach by the other party, but such performance shall not constitute a waiver of such breach nor otherwise limit the non- 48 61
OocuSign Envelope ID: EE392D1B·DA80-4575-9800·B87E2049BE90 breaching party's remedies. No waiver of any prov1s1on of this License shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

H. Authority. Licensor and Licensee warrant and represent that they are free to enter into and fully perform this License, that all required authorizations have been procured prior to execution of this License, and that the parties designated as signatories of Licensor and Licensee each have the requisite authority to do so.

I. Alternative Dispute Resolution. Prior to commencement of any civil legal proceedings, specifically excluding injunctive relief authorized hereunder, to enforce the obligations of a party under the terms of this License, a party must submit the controversy or claim for mediation to an independent mediator selected by the Judicial Arbitration and Mediation Services, Inc. (''JAMS'l All proceedings shall be administered by JAMS in accordance with their then current rules. If there is any inconsistency between the terms of this License and any such JAMS rule, the terms and procedures set forth herein shall control. Venue of the mediation shall be Los Angeles County, California. All statutes of limitation applicable to any claim or dispute hereunder shall apply to any mediation proceeding. All discovery activities shall be expressly limited to matters directly relevant to the dispute or claim being mediated. No provision hereof shall limit the right of any party to obtain provisional or ancillary remedies, including without limitation, injunctive relief, attachment, or the appointment of a receiver, from a court of competent jurisdiction before, after or during the pendency of any mediation. Mediators must be active members of the California State Bar or retired judges of the state or federal judiciary of California, with expertise in the substantive laws applicable to the subject matter brought before the mediator. To the maximum extent practicable, JAMS, the mediator, and the parties shall take all action required to_conclude any mediation proceeding within 180 days of the filing of the dispute with JAMS.

Should the parties be unable to resolve the dispute or claim in accordance with this stated procedure, a civil action may be commenced under the laws of the State of California. This alternative dispute resolution provision shall survive termination, amendment, or expiration of this License.

J. Governing Law. This License shall be governed in accordance with the laws of the State of California. Venue shall be in Los Angeles County.
49 62
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BO~BB7E2049BE90 K. Notices. Any notice required or permitted by this License shall be in writing and shall be properly addressed to the other party at the following address or to such other address as may be provided in writing by either party from time to time, shall be sent by any recognized commercial overnight courier or United States registered or certified mail, postage prepaid, return receipt requested, and shall be concurrently sent by facsimile:

To Licensor:

To Licensee:

TransTrack Systems®, Inc.

Attn: Legal
5265 Rockwell Drive, NE
Cedar Rapids, IA 52402
City of Simi Valley
Department of Public Works, Transit
490 W. Los Angeles Ave
Simi Valley, CA 93065
Attention: Cindy Valdivia
Email: [email protected]
L. Survival. Sections 1 through 5 as well as Sections 7 and 8 of this Article IV shall survive the termination of this License. 50 63
DocuSign Envelope ID: EE39201 B-DA80-4575-9BOO-BB7E2049BE90 IN WITNESS WHEREOF the parties hereto have executed this End-User Software License, Training and Implementation Support Agreement as of the date and at the place first above noted.

LICENSOR: LICENSEE:

TRANSJ:SA£ti<i,~YSTEMS®, Inc.

By:~!B~~~
The Ci!:¥°"£>J9 ~jlJ)i Valley
By: et~,~:; wlt¥
Name: _________ _ Kevin Bade
N Brian Paul Gabler ame: _________ _
Ti I
Vice President te: ____ ___ _ Title: city Manager
Date: February 18, 2021 Date: February 24, 2021
51 64
DocuSign Envelope ID: EE392D1B-DA80-4575-9B00-BB7E2049BE90 EXHIBIT "A"

DESCRIPTION OF THE SOFTWARE APPLICATION AVAILABLE

ON-LINE
TransTrack Manager® is the name of the Software application, available on-line, that is the subject of this License Agreement. Internet use of the TransTrack Manager® application ("Software") requires Licensee to have a web browser compatible with the Software (e.g., Microsoft Internet Explorer 8 or higher, Google Chrome, Mozilla Firefox, Safari). Licensee work stations used to access the Software require the following: (1) Operating System - Windows 8 or higher; (2) Processor - 2GH or higher; and (3) Physical Memory - 4GB of RAM or higher.

The Software may not be compatible with cell or smart phones. Modules available with this Software License are as follows.
• Organization
• Routes
• Ridership
• Operations
• Safety
• Fleet
• Finance
• Plan
• Personnel
• Feedback
• Support
• Security (e.g., User Security)
• Analytics
Functions available to Software users include:
• Edit (Add, Delete, Save, Cancel, Close)
• Show Filters
• Export
• Report
• View Settings
• Import
52 65
DocuSign Envelope ID: EE392D1 B--DA80-4575-9BOO·B87E20498E90 EXHIBIT "B"

SET-UP AND TRAINING SERVICES
Phase 1 - Business Assessment & Process Review. A total of 40 hours have been budgeted to review Licensee processes and assist Licensee in selecting modules and levels of data input appropriate for Licensee.

Phase 2 - Implementation & Training. A successful implementation requires that Licensee make available to Licensor relevant information no later than 30 days prior to implementation. Much of the information necessary to configure the system will be collected during the Phase 1 Business Assessment.

Activities associated with Phase 2 follow.

Set-Up Activities
A total of 96 hours will be spent in set-up activities. Views that will be configured by Licensor on behalf of Licensee for start-up include the following:
• Organization Module -- All Views necessary for start-up . • Routes Module - Route Profiles in effect at the time of implementation.

Input PMT samples for FY 2021.
• Ridership Module -- All Look-Up views necessary to describe the fare structure in effect as of July 1, 2020. Set-up for GFI Crosswalk views.

Import data on a daily basis back to July 1, 2020, summary level back to FY- 2018.
• Operations Module -- All Look-Up views necessary to support management reporting and data imports. This includes input of monthly hours and miles by route and day type back to FY-2019.
• Safety Module -- All Look-Up views necessary for start-up. • Fleet Module - All Look-Up views necessary for start-up, including the fleet inventory and mileage by vehicle as of July 1, 2020 for existing vehicles. • Finance Module -- All Look-Up and Revenue and Expense Crosswalk views will be configured, including the Expense and Revenue Allocation Method views. Import monthly financial information back to FY-2019. • Personnel Module -- All Look-Up Views necessary for start-up, including personnel at the time of start-up.
53 66
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 • Feedback Module -- All Look-Up Views necessary for start-up. • Security Module - Licensor will assign a System Administrator password to the Licensee, as well as initial passwords and security access to Licensee management and staff and designated representatives of the Licensee, as determined in Phase 1. Licensee is responsible for user security after the initial set-up.
• Analytics Module - Assign user permission and create a Licensee project with Analytics Tool for use of embedded software.

Training & On-Site Support
Licensor will provide 32 hours of training, based on a schedule agreed upon at the project start. All training will be conducted at Licensee facilities or via webex at the mutual agreement of both parties.
• Basic Training - Small group training sessions will be conducted to allow multiple users to learn how to log-on, produce reports, filter data, export data, and enter data into appropriate views.
• System Administrator Training - Individualized training on system security and import functions. This training is provided after the System Administrator has attended Basic Training.
• User Group Training - User groups, defined in Phase 1, will be trained in new processes, data input or import, validation and reporting. Training will be customized to Licensees user groups.
• Follow·Up Training - Follow-up training will be provided approximately six to eight weeks following implementation.
• Self-Serve Analytics Training - Self Serve Analytics training is available by WebEx sessions over a four-week period of 2 hours training each week and an optional exercise review of 1 hour each week for a total of 12 hours.

Training Materials & Documentation
Licensor will use up to 24 hours customizing training material. This includes provision of hard copy handouts for all training sessions, based on advance sign up sheets. Training materials are available on-line in the Support Module - Training Materials view. Other documentation is also available in the Support Module - Documentation view. This documentation does not include programming language, which is deposited into an Escrow Account. 54 67
DocuSign Envelope ID: EE392D1 B-DA80-4575-9B00-BB7E2049BE90 EXHIBIT "C"

MODULAR ADD-ONS & CUSTOMIZED PROGRAMMING

SERVICES
Licensee shall have access to Modular Add-ons specified below. Fees associated with Modular Add-Ons are shown in Exhibit "F".

Modular Add-ons
• Daily Passenger Sheet & GFI Import
• Daily Driver Trip Sheets
• Daily Operations Dispatch Log & Safety Sheet
• Vehicle Inventory & Roadcalls
• GL Crosswalk & Cost Allocation
• Daily AVL/ APC Data Analysis Module
• Customer Feedback.

Customized Programm ing
Customized programming services include a budget of 100 hours to import financial data from Tyler Munis saved as a csv or text file, Syncromatics AVL/APC data, and paratransit data from Ecolane via their APL Vendor costs to interface are unusual, but if charged will be the Licensee's responsibility Additional Software Engineering services are available on a time and materials basis at the rate specified in Exhibit "F". The Licensee agrees to validate reports, imports and other customer applications and any subsequent revisions within 14 days of the report or revision being made available. Licensee is responsible for all validation, unless otherwise specified.

Licensee may request custom modifications to the Software to allow for customized reports. Licensor has agreed to review the request for the custom modifications ("Modifications''). If the parties agree to create the Modifications all terms and conditions of the License shall remain in full force and effect in addition to those listed in this Exhibit "C". If there is any conflict between the main body of the License and this Exhibit C, solely regarding the terms and conditions of the Services to create and maintain the Modifications, then the provisions of this Exhibit "C'
1 shall prevail.
55 68
DocuSign Envelope ID: EE392D1 B-DA80-4S75-9BOO-BB7E2049BE90 Modifications
Custom modifications are not proposed at this time.

1. All Services to create, consult, train, maintain and service the Modifications will be billed to Licensee on a time and materials basis as further set forth in the attached Exhibit "F".

2. Licensee will provide Licensor with specifications for the Modifications which shall include technical specifications, system requirements, end results desired, estimated time frame for completion and any other information Licensor deems necessary to evaluate its ability to create the Modifications.

3. Licensor will review all requested items included in #2 above and discuss with Licensee the ability of Licensor to produce, service and maintain the Modifications. Licensor will also provide an estimated price for all Services for initial creation as well as continuing service and support. Licensor shall also inform Licensee if its timetable for completion is reasonable and can be accomplished in a timely fashion.

4. Once Licensor has reviewed all of the above and discussed same with Licensee, a final time table shall be agreed upon as well as an estimate for a range of fees, which will be invoiced to Licensee for the Modifications.

After that point, should Licensor receive other requests from Licensee for further changes to the current Software over and above what is initially reviewed and requested in #2 above, the time table for completion and cost will be subject to change based on Licensor's evaluation of the changes and its ability to create and maintain what Licensee has requested.

5. Licensor will need the cooperation and access to certain of the Licensee's employees or data to create the Modifications and to perform efficiently, correctly and in a timely manner. Any inability to provide the necessary advice, support or access to the people, data or materials necessary for Licensee's completion of the Modifications may require adjustments to the time table already agreed to as well as the costs for same.

6. After successful installation on the domain of the Modifications, Licensee shall have a fourteen (14) day testing/acceptance period ("Test Period'') during which it shall utilize the Modifications and determine if they meet the specifications given to Licensor. During that period, Licensor shall provide advice and assistance to Licensee as requested. The costs for Licensor's assistance shall also be on a time and materials basis but will have already been included in the range of costs for the entire project. 56 69
DocuSign Envelope ID: EE392D1B-DA80-4575-9B00-8B7E2049BE90

7. Should there be any problems with the Modifications performing their desired results for the custom reports, Licensee shall so notify Licensor during the Test Period with specificity to enable Licensor to correct the problems. After Licensor has completed its adjustments as necessary to ensure that the Modifications meet the specifications, Licensee will have an additional seven (7) days in which to test and accept the revised Modifications.

8. If after that additional time, Licensor is unable to meet the criteria listed in the specifications given to Licensor, Licensee shall be entitled to reject the Modifications in whole. After rejection of the Modifications for failure to meet the required specifications, Licensee shall be entitled to the return of all Fees paid for the Modifications within a reasonable period after rejection. Notwithstanding the foregoing however, Licensee may not unreasonably reject the Modifications.

9. Return of the Fees for the Modifications shall be the sole and exclusive remedy for the inability of Licensor to meet the specifications of Licensee.

All terms related to disclaimers of warranties as well as limits on liability listed in the main body of this License contained in Article IV, Sections 4 and 5, shall also apply to the Services as they relate to the Modifications.

10. Licensee represents and warrants that it is the owner or licensee of the specifications or other information provided to Licensor for the creation of the Modifications and has the right to provide same to Licensor. Licensee shall defend, indemnify and hold harmless Licensor, its officers, employees and agents, from and against any claim that the specifications and information once provided to Licensor whether prior to or after creation of the Modifications and their integration into Licensee's system and network, infringe the intellectual property rights or breach any contract rights it may have with a third party. Such indemnity shall include all costs, expense and fees, including reasonable attorney's fees. All steps and obligations to obtain the full indemnification for any such claim as specified in Article IV, Section 2 of this License, as they relate to Licensee, shall now be the obligation of Licensor. There shall be no return of fees to Licensee in this event since, it will be the indemnitor. However, the parties shall have all termination rights specified in Section 2 of Article IV. 57 70
DocuSign Envelope ID: EE392D1 B-DA80-4575-9BOO-B87E2049BE90 EXHIBIT "D"

SUPPORT SERVICES
Licensor will be the Internet Service Provider of the Software application, available to Licensee through the Internet at the web address:
www.transtrack.net. Access to this domain will be through a special user name and password established for Licensee.

Licensed Software Uptime
Uptime means that all functionality of the Licensed Software specified herein are operational. The Software application shall be available 24 hours/day, 7 days/week, and 365 days/year. The Licensed Software as specified herein shall be available 98% of this time, excluding scheduled maintenance and factors associated with Licensee's Internet connection, as measured on a rolling 30-day period.

Procedures for Licensee users in the event that access is denied will be covered in training. This includes trouble-shooting to determine whether the problem is the Licensee's Internet connection or the server of the Licensor or the Software application itself. Licensor technical support staff, upon notification by Licensee staff, shall address problems with the server of the Licensor or Software application immediately.

Operations Support Response Time
Licensor will provide support and respond to inquiries during normal business hours (6:30 a.m. to 5:00 p.m. Pacific Time Monday - Friday). Licensor operations support will be prepared to research data and information of the Licensee and make this information available to Licensee as reasonably requested. Urgent and after-hour needs, questions and requests for technical support may be made to Licensor, by Licensee staff, using the telephone or with our online help desk both methods reach Licensor staff immediately. Expanded technical assistance hours may be arranged in advance for special projects or periods of intense data input and analysis. Methods of obtaining help will be covered in training.

Technical problems will be investigated and fixed within 48 hours for issues that are totally within TransTrack's control. Activities and processes for which the Software application is designed are generally not time-critical. Those determined to be critical will be supported with a paper backup in the event of a system failure that cannot be repaired within 8 hours.
58 71
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-B87E2049BE90 Data Back-Up and Retention
Licensor will back-up all data on a nightly basis and keep a copy of the data for a 30-day period. Historical data will be retained in summary format for up to five (5) years. AVL and APC detailed data will be retained for two (2) years.

Security Standards
Personnel (System Administrator) of the Licensee will be responsible for determining and maintaining security to access data of the Licensee on the Domain.

Licensor agrees that the security provided on the server will not allow unauthorized traffic to access Licensee data.
59 72
DocuSign Envelope ID: EE392D1 B-DA80-4575-9800-8B7E2049BE90 EXHIBIT "E"

REPORTS
"Working Reports" are those available as an option in the majority of Views in all Modules. Working reports primarily provide data in tabular format and may be exported in coma-delimited format. Reports may also be exported. Microsoft software products may be used by the Licensee to configure data in report exports.
"Custom Reports" are those that use information from more than one view or are designed to the specifications of the Licensee. Funds have been included in Exhibit F for Customized Reports, to be determined during Phase 1 and implemented at the discretion of the Licensee.
50 hours of Custom Reports are proposed at this time .

Software Engineering services required for development of Custom Reports are available on a time and materials basis at the rate specified in Exhibit "F". The Licensee agrees to validate reports and any subsequent revisions within 14 days of the report or revision being made available. Licensee is responsible for all validation, unless otherwise specified in the Custom Report price. 60 73
DocuSign Envelope ID: EE392D18-DA80-4575-9BOO-BB7E2049BE90 EXHIBIT "F"

FEE SCHEDULE

SAMPLE COST PROPOSAL FORM SVT DATA MANAGEMENT SYSTEM

ITEM HOURS COST
Phase 1 - Requirement Gathering 60 $9,000
Phase 2 - Installation & Training 141 $21,200
Phase 2 Custom Imports 100 $15,000
Phase 2 Custom Reports 97 $14,500
Phase 2 - Import of Historical Data 60 $9,000
Year 1 Annual Software as a Service (SaaS) Fee $33,700
Other Costs (Please Specify)
Subtotal - System Installation Costs for Year 1 $102,400 Annual License Fee
Optional Add-on Costs (please specify)
Ongoing Cost 1 (please specify)
Ongoing Cost 2 (please specify)
Costs Year 2 $34,711
Costs Year 3 $35,752
Costs Year4 $36,825
Costs Year 5 $37,930
!Total $247,618
Hardware Costs (please list) NIA
Options
Rates based on 25 or fewer active vehicles and modular functionality and set-up, training and support services defined in Exhibits A through E. If there are any changes requested by Licensee then the rate shall be increased in accordance with Licensor's then current published price list. With no changes in functionality 61 74
DocuSign Envelope ID: EE392D1B-DA80-4575-9BOO-BB7E2049BE90 or service levels, the annual maintenance and support services fees for continued on-line service shall not increase by more than 15% per year.

In the event that the Licensee commences use of the Escrowed Materials defined in Article IV, Section 7A, it shall require that the Licensee procure third-party software at the expense of the Licensee.

Hourly rates for additional services are available on a Time & Materials basis:

Professional Services/Training/Software Engineer $175 per hour; and Data Entry $150 per hour.

Annual Fees Will be paid at Start for Fiscal Year 1, and at the beginning of each fiscal year thereafter. Labor and Travel costs will be progressively billed monthly as they are incurred.

Vendors do not generally charge fees to interface with TransTrack, however, should a vendor decide to charge a fee for an interface, these charges will be Licensee's responsibility.
62 75

ATTACHMENT B
76 77
78 APC Data Certification Quote
For

SIMI VALLEY TRANSIT
June 25, 2021
79 Proposal Sim i Valley Transit
APC Data Certification
Proprietary – For Simi Valley Transit
Internal use only Page 1 © TransTrack Solutions Group BACK
GROUND .......................................................................................................................... 2 FTA REQUIREMENTS ................................................................................................................... 2 Getting FTA Approval .............................................................................................................. 2 Certifying Expansion Method for Annual Totals ..................................................................... 3 OBJECTIVES ............................................................................................................................... 4 Getting FTA Approval .............................................................................................................. 4 Developing and Certifying Expansion Methods .................................................................... 4 BASIC PRINCIPLES AND FRAMEWORK ..................................................................................... 4 Basic Principles for Work Plan .................................................................................................. 4 Basic Principles for Expansion Methods .................................................................................. 4 Basic Framework for Expansion Methods ............................................................................... 5 WORK PLAN .............................................................................................................................. 5 Getting FTA Approval .............................................................................................................. 5 Developing and Certifying Expansion Methods .................................................................... 6 SCHEDULE……………………………………………………………………………………………….11
Getting FTA Approval ............................................................................................................ 11 Developing and Certifying Expansion Methods .................................................................. 11 Overall ..................................................................................................................................... 11 Resume…………………………………………………………………………………………………..12
Fees……………………………………………………………………………………………………….13
80 Proposal Simi Valley Transit
APC Data Certification

BACKGROUND
Simi Valley Transit ( SVT, NTD ID 90050) directly operates a fixed-route bus service (MB-DO). SVT is a Reduced Reporter, and t he Federal Transit Administration (FTA) requires it to report to the National Transit Database (NTD):
• Annual total unlinked passenger trips (UPT)
• Annual daily average UPT by operated schedule type
For FY2022 and future report years, SVT has 100% coverage of automatic passenger counters (APCs) on the entire fleet and wants to use the APC data for annual reporting of UPT to NTD. The APC system contains a single model of Iris APCs among a current fleet of 12 active vehicles across at least 3 vehicle models. SVT uses GMV Syncromatics to cleanse and process the raw APC data and wants to use the resulting valid APC data for various reporting purposes, including NTD reporting.

For NTD reporting with its APC data for FY2022 (starting on July 1, 2021) , however, SVT is required to obtain FTA’s approval of its APC system for reporting UPT during FY2022 and to have an expansion method developed and certified by a qualified statistician for it to generate annual total UPT from all valid APC data. SVT also needs an expansion method for obtaining annual daily averages by operated schedule type, but this does not require certification by a qualified statistician.

FTA REQUIREMENTS
Getting FTA Approval
The process of getting FTA’s approval during FY2022 involves several steps, including:

1. Survey Design – Design a ride-check survey according to FTA requirements for such surveys, including an initial sample size, coverage of all APC models, coverage of all vehicle models, coverage of both low and high ridership trips, etc. The initial sample size should be adequately greater than the FTA required minimum sample size to account for trips with missing valid APC data and/or unusable ride-check data. In addition, the design should include a ride-check form.

2. Sample Section – Select a ride-check sample according to the survey design. Start with picking a specific period (e.g., two weeks) as early as possible in FY2022. Identify timetable trips that typically have low or high ridership levels. When needed, assign vehicles with the various vehicle models to individual to-be-operated vehicle trips. While random selection is not required, it may not result in a sample that necessarily meet those requirements.

3. Ride Checking – Conduct the ride-checks for each sampled trip either with human ride checkers or onboard camera recordings. Recruit potential ride checkers and train them properly, including field training. For likely crowded trips, consider using two ride checkers for each trip if human ride checkers are used. Make sure that inherited passengers from the previous trip are not counted as boardings for the current trip.

4. Data Processing – Correctly identify the valid APC data for each sampled trip.

5. Comparison – Exclude any sampled trip without valid APC data or valid ride-check data. This results in the final sample for comparison. Make sure that the size of the final sample meets the minimum sample size requirement for the service (If not, repeat the last three steps for 81 Proposal Simi Valley Transit
APC Data Certification

additional trips). Demonstrate that the selected sample meets at least one of two FTA’s certification criteria:
o Numerical: the difference is less than 5% between the sum of trip-level UPT across the final sample for the APC side and the similar sum on the ride-check side or 100 * [APC Sum – Ride-Check Sum]/Ride-Check Sum. (Published in the annual NTD Policy Manual) o Statistical: the difference is less than 7.5% with a minimum precision of 10% at the 95% confidence level. (Published in FTA’s final notice on its new APC policy in the Federal Register)

6. Strategies – If the selected sample fails to meet either of the two FTA certification criteria, SVT should look for and implement strategies so that the difference becomes meeting at least one of the two certification criteria with the already selected sample of trips. If these strategies with the already selected sample are not successful with either certification criteria, SVT may repeat Steps 2-5 for new samples. FTA does not have any limit on the number of times these steps are repeated within a report year.

7. Application Report – Prepare and submit an application report. Once having met at least one of the two certification criteria, SVT must have an application report developed and submit it to FTA for its approval. In addition to documenting the survey and the comparison results, this application report must also include, among other things, a description of the method for generating annual total UPT.

If successful, the FTA approval during FY2022 is valid through FY2024. SVT will be required to get FTA approval again during every mandatory APC certification year (FY2025, FY2028, etc.).

Certifying Expansion Method for Annual Totals
While FTA allows agencies to use a sampling-based approach to using their APC data for NTD reporting, a sampling-based approach makes no statistical sense (e.g., wasting already available valid APC data) and fails to meet FTA’s preferences on what APC data should be used and how they should be used (Federal Register, October 11, 2016, middle of left column, page 70264):
“FTA encourages agencies to use all valid data. However, agencies need to account for the stratified nature of the sample in this case. The set of all valid data may be biased toward certain routes, vehicles, or trips, and thus cannot be considered a random sample of the whole service.

Instead, agencies must determine average unlinked passenger trips and passenger miles at a granular level (the vehicle trip level, for example) and factor up each group (e.g., vehicle trip) individually.”
To meet FTA’s preference of using all valid APC data, SVT needs a method that can scale up all valid APC data and fill up the gap due to those vehicle trips without providing valid APC data. As commonly the case for almost all bus systems, SVT is expected to have less than 98% of the vehicle trips returning valid APC data for NTD reporting. As a result, SVT is required to have the expansion method certified by a qualified statistician for obtaining annual total UPT. Unlike getting FTA approval of an APC system for NTD reporting, a certified expansion method is not required to be re-certified by a qualified statistician on any specific schedule. In fact, the certification by a qualified statistician of a properly developed expansion method for annual totals can remain valid for many years to come. 82 Proposal Simi Valley Transit
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OBJECTIVES
Getting FTA Approval
• Provide technical assistance to SVT in its effort to get FTA’s approval of using the APC data for annual NTD reporting of UPT.
• Ensure that its process of getting FTA approval meets all FTA requirements. • Increase SVT’s chance of getting this approval.

Developing and Certifying Expansion Methods
• Develop and certify a method for SVT to expand all available valid APC data to generate annual total UPT.
• Develop an expansion method for SVT to obtain annual daily average UPT by operated schedule type.
• If needed for internal reporting, develop an expansion method for SVT to obtain monthly total UPT. In addition, if desired, the sum of the resulting monthly total UPT of any report year equals the resulting annual total UPT for the same year.

Certifying the expansion method for annual total UPT takes all available valid APC data as given and focuses on how to generate statistically valid annual total UPT from that data. The procedures that SVT uses to generate all available valid APC data from the raw APC data are beyond the scope of this certification. However, the set of procedures that SVT uses for processing the raw APC data for getting the APC system certified during FY2022 should be identical to those that it uses in generating the valid APC data used in NTD reporting through FY2024.

BASIC PRINCIPLES AND FRAMEWORK
To best accomplish the above objectives, the work will be guided by basic principles and a framework.

Basic Principles for Work Plan
The qualified statistician will establish a set of basic principles to guide the work plan. Examples include:
• Meet NTD requirements and preferences,
• Maximize the statistical power provided by all available valid APC data, • Account for existing and known future constraints in SVT’s data infrastructure, • Account for existing and known future characteristics of the MB-PT service, and • Consider SVT’s preferences for internal reporting.

Basic Principles for Expansion Methods
With alternative sampling plans for estimating annual total UPT, certification by a qualified statistician focuses on minimizing sampling error: ±10% precision and 95% confidence levels. With an expansion method for using all available valid APC data in TransTrack Manager, however, sampling error can be ignored due to the extremely large amount of data used and certification instead focuses on minimizing any potential bias due to valid APC data being missing for some vehicle trips. The most 83 Proposal Simi Valley Transit
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effective way for an expansion method to consistently minimize potential bias from missing valid APC data under varying conditions over time is to follow pre-set principles, including:

1. Granular Stratification – Expansion should be done at a stratified level as granular as the available valid APC data would allow while meeting other principles and to the extent that SVT’s data infrastructure would allow. Using individual timetable trips for regular service would be one example of granular stratification and each timetable trip represents a single stratum.

2. Direct Expansion – Annual total UPT should be obtained directly from expanding all available valid APC data during the entire report year. Specifically, determine average UPT for each granular stratum defined and expand this average by the amount of service provided for each stratum individually. Of course, following the principle of direct expansion requires data on the amount of service provided for each stratum, which means that data on vehicle trips operated must be able to be stratified exactly as how the valid APC data is to be stratified.

3. Adequate Observations – Every expansion stratum should reach a set minimum number of APC observations (e.g., 10), i.e., the number of operated vehicle trips that provided valid APC data, for each expansion stratum. It is this principle that limits how granular stratification can go for a given case.

4. Use of All Valid APC Data – Should take advantage of all available valid APC data. While FTA allows random sampling with data from an APC system, it prefers using all available valid APC data stored in TransTrack Manager. It is this principle that makes it possible for stratified expansion at granular levels while maintaining adequate APC observations per expansion stratum.

Basic Framework for Expansion Methods
Any expansion method following the above principles would involve these four basic steps:

1. Service Unit – Select a unit of service for analysis (e.g., one-way vehicle trips)

2. Stratification – Select a level of stratification: (e.g., timetable trips for regular services)

3. Stratum-Level Expansion – Obtain annual UPT from all valid APC data for each stratum:
• Estimate the average UPT per service unit from the available valid APC data. • Count the 100% service units operated (i.e., the expansion factor). • Expand the averages by multiplying them with the expansion factor.

4. Systemwide Total – Obtain systemwide annual total UPT by summing up the stratum-level UPT.

WORK PLAN
The proposed work plan for accomplishing the above objectives has separate tasks for Getting FTA Approval and for Developing and Certifying Expansion Methods. The work for these two sets of tasks will need to be done concurrently. This is necessary because FTA requires the submitted application report to contain a description of the expansion method to be used for generating annual total UPT.

Getting FTA Approval
SVT will play the primary role in getting FTA approval of the APC system for NTD reporting during FY2022. The task for the qualified statistician is to provide technical assistance to SVT in its effort to get this approval. The goal of such technical assistance is to ensure that the process of getting FTA 84 Proposal Simi Valley Transit
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approval meets all FT A requirements and to increase SVT ’s chance of getting this approval. T he following are examples of such technical assistance for the various steps of getting this approval:

Survey Design – Suggest ways to determine the initial sample size for ride checks so that the final sample size has a good chance of meet FTA’s sample size requirements. While SVT does not necessarily need to collect alighting counts from the ride checks for getting FTA approval, may encourage SVT to have fields in the designed ride- check form for not only boardings but also alightings. Having both would allow SVT to determine potential errors in the collected boarding counts by determining whether the boardings and alightings are balanced or how large the difference is between trip-level boardings and trip-level alightings.

Sample Section – Suggest ways to select a sample of trips that meets FTA requirements. If using onboard camera recordings, avoid selecting trips in dark conditions due to the difficulty of stop identification.

Ride Checking – Encourage proper training of ride checkers and adequate staffing for each trip.

Data Processing – Ensure that the valid APC data is identified for the exact same sampled trip.

If alightings are collected, determine if the boarding counts for any sampled trip are invalid for the comparison next.

Comparison – Exclude any sampled trip without valid APC data or valid ride-check data. This results in the final sample for comparison. Make sure that the size of the final sample meets the minimum sample size requirement for the service. Calculate the sum of trip-level UPT across the final sample for the APC side and the ride- check side separately. Demonstrate that the APC- based sum differs from the ride-check-based sum by less than 5%.

Strategies – In the case of the numerical difference between APC and ride-check data differs by at least 5% with the first sample of trips select ed and with the valid APC data as processed currently, seek strategies to help SVT get FTA approval either with the first sample or new samples.

With the first sample, for example, determine if its data can meet FTA’s statistical certification criterion: the difference being less 7.5% with minimum precision of 10% at 95% confidence level.

If the statistical criterion also fails, for example, work with SVT to come up with strategies for it to reduce the numerical difference to being less than 5%. S tart with the simplest and/or least expense strategies, such as checking for errors in processing the ride -check data, whether the valid APC data was correctly identified , etc. The least desirable strategy would be to select a new sample.

Application Report – Ensure that SVT covers all FTA required content for the application report.

If needed, provide a description of the expansion method for generating annual total UPT once the qualified statistician has developed and certified such a method through the next set of tasks.

Developing and Certifying Expansion Methods
Task 1. Understand Current and Known Future Conditions
Task 2. Assemble and Understand Data
Task 3. Analyze Assembled Data
Task 4. Develop Expansion Methods
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Task 5. Certify Expansion Method for Annual Total UPT
Some of these tasks would need to be done interactively with each other, particularly Tasks 2, 3, and 4. When needed for each task, the following are indicated:
• Work Performed by Qualified Statistician
• Critical or Problem Areas
• Work Performed by SVT
Task 1. Understand Current and Known Future Conditions
Work Performed by TransTrack/Qualified Statistician
The qualified statistician will get a full understanding of the following conditions:

Service Characteristics – The focus will be on those service characteristics that may impact designing the expansion methods. Examples include:
 Existing: schedule type, daily service span and headway by schedule type; operated schedule type on weekday holidays; extended service on days of regular service; added service on days without regular service; special-event service, etc.  Known future changes: In any of the above characteristics and in the route network.

Reporting Preferences – One type of preferences for internal reporting refers to maintain ing mutual consistency between the various reported data metrics so that post -reporting adjustment can be avoided. One example of consistency is:

Sum of monthly total UPT ≡ annual total UPT
While SVT does not report monthly total UPT to NTD, but it should need it for internal reporting.

The above consistency can be achieved in two alternative ways but each with shortcomings:

Report sum of monthly total UPT as annual total UPT – While this is mathematically correct and is commonly used, it fails to maximize the statistical power provided by APC data because not all available valid APC data are used at the same time for obtaining the annual total. This assumes that generating the m onthly total UPT for a given monthly is based only on the valid APC data for that same month.

Post-reporting adjustment – The already reported monthly total UPT can be adjusted by multiplying them with the ratio of the annual total UPT over the sum of the already reported monthly total UPT . While such post-reporting adjustment is not uncommon , it h as its disadvantages:
• Requires extra effort for doing the adjustment and re-reporting the adjusted data. • Makes the reported data appear less trustworthy.
• Is difficult to reach consistency for all relationships for local reporting. It is common for agencies to report locally both quarterly and year-to-date ridership, for example and the above post-reporting adjustment may not lead to consistency for all these locally reported ridership data.

Work Performed by SVT
SVT will need to play an important role for this task by providing the information, both currently and in coming years, on these various features and answering questions about the provided information.
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Task 2. Assemble and Understand Data
Work Performed by TransTrack/Qualified Statistician
The qualified statistician w ill first identify and then assemble data from SVT for a long enough recent period and preferably for a 12-month period. The data for a 12-month period would be more likely to capture variations in service, usage, and other conditions during a typical report year that may impact how the APC data can be best used. For the chosen period, the data will need to include:
• The available valid APC data that are ready for NTD reporting. • The data on all vehicle trips operated for expanding the available valid APC data. • Any other data items necessary for reporting, such as atypical days, schedule type for weekday holidays, etc.

He will then get a full understanding of those features of these data that can impact how the APC data can be best used for reporting. Some example features include:
• How individual vehicles trips are identified in the APC data. • How stations and their sequence are identified for given vehicle trips in the APC data. • Whether and how individual timetable trips are identified in the APC data for regular service.
• Whether and how vehicle trips for extended or special-event service are identified. • Level of aggregation, format, and completeness of the data on actual vehicle trips operated.
• Whether and how vehicle trips in the APC data can be linked to the vehicle trips in the data on vehicle trips operated.
• Whether and how other data items, such as atypical days or schedule type for weekday holidays, are identified.

These features of the data are largely determined by SVT’s existing data infrastructure. The qualified statistician will also work with SVT to determine if its data infrastructure may change in the future.

Work Performed by SVT
SVT will need to play an important role for this task by providing the identified data and answering questions about the data.

Critical or Problem Areas
One critical area with this task would be that the assembled valid APC data result from the same set of procedures for processing the raw APC data as those used in getting the APC system certified by FTA. This would become particularly relevant if SVT has to change how the raw APC data are processed in case the first ride -check sample did not lead to satisfying either of the two FTA certification criteria on the difference between APC and ride-check data.

Task 3. Analyze Assembled Data
The qualified statistician will analyze the assembled data. This will need to be done separately for regular service versus for extended /special-event service in response to major holidays or local events. It is possible that SVT does not provide any extended/special-event service. 87 Proposal Simi Valley Transit
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Common Steps
For either type of service, the analysis would take several steps, including:

1. Identify reasonable options for both service units and levels of stratification as part of the basic framework based on the service characteristics from Task 1. For the MB -DO service, using one-way vehicle trips appears to be the most reasonable service unit. The discussions below are based on using one-way vehicle trips as the service unit and consider only options for levels of stratification.

2. For each reasonable level of stratification, determine the number of one-way vehicles trips operated for each potential reporting period, including monthly, monthly year-to-date, and the whole 12-month period.

3. For each reasonable level of stratification, determine the number of valid APC observations (i.e., operated one -way vehicle trips with valid APC data ) for each potential reporting period.

The result would tell how much APC data are available for each stratum at each level of stratification. The more, the better. More aggregated levels of stratification provide more valid APC data. At the same time, more aggregated levels of stratification tend to be less powerful for mitigating potential bias from missing valid APC data. On the other hand, too disaggregated levels of stratification may provide an inadequate amount of valid APC data for some strata, which would lead to less reliable results or even missing results due to no valid APC data available.

Regular Service
For regular service, the most used levels of stratification are individual timetable trips and clock-time intervals such as hourly. Many of the service characteristics from Task 1 will determine which of these two options is better:
• Using timetable trips requires identificatio n of individual timetable trips, including the scheduled start time at the first stop. Using clock-time intervals, on the other hand, requires identification of actual trip start time at the first stop. • Account for the difference in the likely number of ti mes operated for each timetable trip between the weekday schedule and weekend schedules. Each timetable trip on a weekend schedule typically is operated far fewer times than those on the weekday timetable. If there are no schedule changes, a Saturday timetable trip would be operated at most 5 times a month and 52 times a year. With missing valid APC data, the number of APC observations can be much smaller for each Saturday timetable trip. • Account for the fact that weekend headways are longer than weekday headways. • When using clock-time intervals, hourly clock-time intervals would not work for SVT due to its typical 30-minute, 60-minute, or even 120-minute headways. Rather they would need to be wider.

Extended/Special-Event Service
• For extended/special-event service, if any, reasonable options for stratification levels will depend on the headway and the number of one -way trips operated on each day with extended/special-event service and on the number of days on which the same extended/special-event service occurs.
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Task 4. Develop Expansion Methods
Work Performed by TransTrack/Qualified Statistician
The qualified statistician will take the outcomes from the earlier tasks, identify the level of stratification that gives the most granular level of stratification while maintaining an adequate number of valid APC observations for every defined stratum, and develop expansion methods for SVT to use the available valid APC data for reporting all service -consumed data items with the following features:
• Follows the guiding principles and the basic framework stated earlier. • Accounts for the service characteristics and local reporting preferences from Task 1. • Accounts for constraints in the data infrastructure from Task 2. • Is robust to known future changes in route network, service characteristics, and data constraints.

Work Performed by SVT
SVT will need to participate in discussions with the qualified statistician when needed.

Task 5. Certify Expansion Method for Annual Totals
Work Performed by TransTrack/Qualified Statistician
The qualified statistician will certify the developed expansion method for generating annual total UPT from Task 4 for SVT to obtain annual total UPT from all available APC data for NTD reporting.

This task will produce a deliverable in the form a digitally signed certification document for SVT to keep in its NTD file and for potential inclusion as an appendix in the application report to be sent to FTA for getting its approval of the APC system for NTD reporting . This document will explicitly state that this qualified statistician certifies that this expansion method meets all NTD requirements for SVT to obtain annual total UPT and annual total PMT from the APC da ta. In addition, it will describe:
• In the main text, the expansion method for annual total UPT and how SVT should implement it.
• In an appendix, the expansion method for determining annual daily average UPT by operated schedule type and how SVT should implement it. • In the same appendix, the expansion method for determining monthly ridership for internal reporting, if needed, and how SVT should implement it. • If the assembled data allow, an illustrative implementation of these methods with the assembled data for a given report year.
• The conditions that must be satisfied to maintain the validity of this certification. • Qualifications of this qualified statistician.

Tasks Performed by SVT
SVT will need to review the draft certification document and provide feedback to the qualified statistician within one week.
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SCHEDULE
Getting FTA Approval
The schedule for this part of the project will depend on SVT’s overall flow in getting its APC system certified by FTA. For any one of the various steps of getting FTA approval described earlier, the qualified statistician should be able to provide requested technical assistance within a single week.

Developing and Certifying Expansion Methods
Within one month of having the required information and data for Tasks 1 and 2 are in place, a draft certification document will be delivered to SVT via email for its review. Within one week of receiving SVT’s feedback on the draft certification document, a digitally signed pdf of the final certification document will be delivered to SVT via email.

Overall
Developing expansion methods and certifying the method for annual total UPT should be done at least concurrently with getting FTA approval or even before the effort for getting FTA approval starts.

Since developing expansion methods does not require new data to be collected, it may be feasible to start the efforts of developing expansion methods ahead. The only potential complication is the possibility that SVT is forced to alter how it processes the raw APC data to meet FTA’s certification criteria for the APC and ride -check difference. Any such changes can change the amount of available valid APC data for any given period.

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Resumes

Xuehao Chu
Professional Experience:

Dr Chu has over 30 years of transit -related research experience and 15 years of experience with conducting extensive research on statistical issues related to the National Transit Database (NTD) and with serving as a qualified statistician for a variety of agencies and modes. These research and certification experiences have made Dr.

Chu one of the foremost qualified statisticians for designing and certifying methodologies for agencies to sample, collect, process, and report service -consumed data to the Federal Transit Administration (FTA) for its NTD.

Dr Chu’s NTD -related research has focused on applying modern sampling methods to estimating service -consumed data for NTD reporting and has led to the following publications in professional journals: 1) Chu, Xuehao, “The Efficiency of Sampling Techniques for NTD Reporting,” Journal of Public Transportation 12(4) (2009), pp. 1-19; 2) Chu, Xuehao, “Another Look at FTA Approved Sampling Plans for Fixed-Route Bus Services,” Transportation Research Record 1992 (2007), pp. 113-120; and 3) Chu, Xuehao, and Ike Ubaka, “A Guide to Customized Sampling Plans for National Transit Database Reporting,” Journal of Public Transportation 7 (2004), pp. 21-47.

Dr. Chu’s NTD -related research also has led him to making several presentations to FTA’s staff in its NTD Office and has developed and published several guidance documents: 1) The NTD Sampling Manual (including the NTD Sampling Template ) that the FTA has adopted to replace the existing NTD circulars in existence since the late 1970s; 2) A Guidebook for Using Automatic Passenger Counter Data for National Transit Database (NTD) Reporting , which was based on the previous FTA policy on using APC data for NTD reporting; and 3) Guidebooks for Estimating Transit Usage through Extrapolating Incomplete Counts, which is based on the new FTA policy on using APC data and provides a pre- certified method of expanding incomplete APC data for APC systems that have full coverage of a fleet.

Firm: TransTrack Solutions
Years of Experience: 30+
Education:

Ph.D Economics with
concentration on
transportation, University of
Irvine, CA

Professional
Registrations/Affiliations:
25 years, Center for Urban
Transportation Research,
University of South Florida

Areas of Expertise:

NTD reporting, developing,
and certifying data,
sampling, estimation
methods, automated data
collection, APC data
certification.
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Sample Relevant Projects:

Dr. Chu has developed and pre- certified sampling and estimation methods and has post -certified sample data and the resulting estimates for many transit agencies serving a range of modes (bus, commuter bus, bus rapid transit, com muter rail, heavy rail, light rail, streetcar rail, and vanpool) and services (purchased and directly operated) in a variety of conditions throughout the country. Most of the certification-related work for NTD reporting has dealt with data manually collected. In recent years, Dr. Chu has started certification work with data collected from automatic passenger counters (APC), including both for bus service (Southwest Ohio Regional Transit Authority, Ben Franklin Transit, and IndyGo) and for rail service (heavy rail of the Greater Cleveland Regional Transit Authority, commuter rail, light rail, and streetcar of Sound Transit, and streetcar of the City of Portland, Oregon). The APC - related work includes both helping agencies get their APC systems certified by FT A for NTD reporting and developing and certifying methodologies for them to expand the available APC data to get monthly and annual service-consumed data for NTD reporting.

Other Relevant Experience
Dr Chu worked closely with Washington Metropolitan Area T ransit Authority (WMATA) to certify the FY2017 sample data collected according to a Circular 2710.1A sampling plan for the directly operated bus service of WMATA because this circular sampling plan was no longer considered to be a pre - approved one by FTA for 2017.

Similar projects have been conducted with the Utah Transit Authority, Northern Virginia Transportation Commission, Sound Transit, and Southern California Regional Rail Authority.

FEES
Getting Initial FTA Approval
A total lump- sum fee of $ 5,000 is proposed for carrying out the proposed tasks and for accomplishing the proposed objectives within the above proposed schedule.

Developing and Certifying Expansion Methods
A total lump -sum fee of $ 14,000 is proposed for carrying out the proposed tasks and for accomplishing the proposed objectives within the above proposed schedule.

Annual Data Management
Annual fee for managing the APC data and expansion application within the TransTrack Manager tool is $4,000 for year 1. This will apply at the next renewal

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FEES
Getting Initial FTA Approval
A total lump -sum fee of $ 5,000 is proposed for carrying out the proposed tasks and for accomplishing the proposed objectives within the above proposed schedule.

Developing and Certifying Expansion Methods
A total lump- sum fee of $ 14,000 is proposed for carrying out the proposed tasks and for accomplishing the proposed objectives within the above proposed schedule.

Annual Data Management
Annual fee for managing the APC data and expansion application within the TransTrack Manager tool is $4,000 for year 1.

This will apply at the next renewal

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Simi Valley City CouncilMay 1, 2023

Simi Valley City Council
May 1, 2023