HomeMy WebLinkAboutTrapeze Software Group, Inc - Agreement - 2-9-2023LIUUU01y1I CIIVCIUFIC IU. V0FI44L00-LD4I IDr-
SERVICE AGREEMENT CITY OF FRESNO, CALIFORNIA
THIS AGREEMENT (Agreement or Contract) is made and entered into effective the
9th day of February, 2023, by and between the CITY OF FRESNO, a California
municipal corporation (City or Recipient or Purchaser), and TRAPEZE SOFTWARE
GROUP, INC., a Delaware corporation (Service Provider or Contractor).
RECITALS
WHEREAS, City desires to obtain configuration services for the software set forth in
Exhibit A (Project); and
WHEREAS, Service Provider is engaged in the business of furnishing such software and
services and hereby represents that it desires to and is professionally and legally capable of
performing the services called for by this Agreement; and
WHEREAS, Service Provider acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for City by its Director of Transportation
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties, it is
mutually agreed as follows:
1. Scope of Services. Service Provider shall perform the services described in
Exhibit A including all work incidental to, or necessary to perform, such services even though not
specifically described in Exhibit A.
For clarity, this Agreement covers only the implementation services as described in Exhibit A.
This Agreement does not provide software licenses or software maintenance services, and no
warranty is offered or provided pursuant to this Agreement.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force and effect through
project completion, subject to any earlier termination in accordance with this Agreement. The
services of Service Provider as described in Exhibit A are to commence upon the Effective
Date and shall be completed in a sequence assuring expeditious completion, but in any event, all
such services shall be completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation.
(a) Service Provider's sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be the current fee set forth in the
schedule of fees and expenses contained in Exhibit A, which is attached hereto and
incorporated by reference. Such fee includes all expenses incurred by Service Provider in
performance of the services.
(b) Detailed statements shall be rendered on an as -needed basis for services
performed for all charges in excess of costs reflected in the pricing payment schedule in Exhibit
A and will be payable in the normal course of City business. City shall not be obligated to
reimburse any expense for which it has not received a detailed invoice with applicable copies of
representative and identifiable receipts or records substantiating such expense.
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(c) The parties may modify this Agreement to increase or decrease the scope
of services or provide for the rendition of services not required by this Agreement, which
modification shall include an adjustment to Service Provider's compensation. Any change in the
scope of services must be made by written amendment to the Agreement signed by an authorized
representative for each party. Service Provider shall not be entitled to any additional
compensation if services are performed prior to a signed written amendment.
4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate, in whole or in part, without any liability of
City to Service Provider upon the earlier of : (i) Service Provider's filing for protection under the
federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against Service Provider; (ii) ninety (90) calendar days' prior written notice with or without
cause by either party to the other party; (iii) City's non -appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the
Project; or (iv) expiration of this Agreement. During the ninety (90) calendar day notice period,
the applicable maintenance fees will remain payable. Prior to Agreement being terminated for
cause, City shall allow Service Provider adequate opportunity to cure.
(b) Immediately upon any termination or expiration of this Agreement, Service
Provider shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its
subcontractors to cease work; and (iii) return to City any and all unearned payments on a prorated
basis and all properties and materials in the possession of Service Provider that are owned by
City. Subject to the terms of this Agreement, Service Provider shall be paid compensation for
services satisfactorily performed prior to the effective date of termination. Service Provider shall
not be paid for any work or services performed or costs incurred which reasonably could have
been avoided.
(c) In no event shall any payment by City pursuantto this Agreement constitute
a waiver by City of any breach of this Agreement which may then exist on the part of Service
Provider, nor shall such payment impair or prejudice any remedy available to City with respect to
the breach.
(d) Upon any breach of this Agreement by Service Provider, City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it
under applicable laws of the State of California or any other applicable law; (ii) proceed by
appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct
damages, for the breach of the Agreement as awarded by a court of competent jurisdiction. If it
is determined that City improperly terminated this Agreement for default, such termination shall
be deemed a termination for convenience.
(e) Service Provider shall provide City with adequate written assurances of
future performance, upon Administrator's request, in the event Service Provider fails to comply
with any terms or conditions of this Agreement.
(f) Service Provider shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of Service Provider and without its fault
or negligence such as, acts of God or the public enemy, acts of City in its contractual capacity,
fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of
common carriers. Service Provider shall notify Administrator in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the full particulars in
connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall
promptly give written notice to Administrator of the cessation of such occurrence.
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5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other materials prepared or assembled by
Service Provider pursuant to this Agreement pursuant to the City's data shall not be made
available to any individual or organization by Service Provider without the prior written approval
of the Administrator. During the term of this Agreement, and thereafter, Service Provider shall
not, without the prior written consent of City, disclose to anyone any Confidential Information. The
term Confidential Information for the purposes of this Agreement shall include all proprietary and
confidential information of City, including but not limited to business plans, marketing plans,
financial information, materials, compilations, documents, instruments, models, source or object
codes and other information disclosed or submitted, orally, in writing, or by any other medium or
media. All Confidential Information shall be and remain confidential and proprietary in City.
(b) Service Provider shall not permit the reproduction or use thereof by any
other person except as otherwise expressly provided herein.
(c) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall cause each subcontractor to also
comply with the requirements of this Section 5.
(d) Service Provider acknowledges that City is subject to the California Public
Records Act (California Government code Sections 6250 et. seq.) (Act) regarding the disclosure
of public records. This Agreement constitutes a public record available for public inspection. If
Service Provider, in the course of work under this Agreement, provides proprietary information
(Confidential Information) to City, such Confidential Information shall be clearly marked by Service
Provider with the legend, "Company Confidential," "Trade Secret," or another appropriate
proprietary legend. If City receives a request for information, the City will notify Service Provider
of such request. In the event City discloses Service Provider's Confidential Information (following
notification to Service Provider) that is legally required to be disclosed under the Act in response
to a Public Records Act request from a third party pursuant to the Act, Service Provider agrees to
release and hold City harmless from any and all liability owing to Service Provider as a result of
such disclosure. Notwithstanding the other provisions of this Article, nothing received by City
hereunder shall be construed as Confidential Information which (i) is or becomes available to the
public other than by a breach of this Agreement by a party hereto; (ii) is rightfully received by one
party hereunder from another party not obligated to this Agreement, and without confidential
limitations; (iii) is known by or independently developed by the receiving party; (iv) is approved for
release by that party designating the information as confidential; or (v) has been developed by
City under this Agreement.
(e) The user documentation and training materials pertaining to the system as
supplied by Service Provider (Documentation) whether proprietary to Service Provider or a third
party, is licensed to City. Ownership of any intellectual property contained in the Documentation
shall remain the sole and exclusive property of Service Provider or any applicable third party as
the case may be. City shall not copy, modify, reverse engineer, or disassemble the
Documentation or permit others to do such to the Documentation; provided, however, that City
may make copies of the Documentation as necessary for back up, testing, integration and data -
warehousing purposes to operate the System. City shall not transfer the license granted hereby
or possession of the Documentation.
(f) This Section 5 shall survive expiration or termination of this Agreement.
6. Level of Skill. It is further mutually understood and agreed by and between the
parties hereto that inasmuch as Service Provider represents to City that Service Provider and its
subcontractors, if any, are skilled in the profession and shall perform in accordance with the
standards of said industry necessary to perform the services agreed to be done by it under this
Agreement, City relies upon the skill of Service Provider and its subcontractors, if any, to do and
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perform such services in a skillful manner and Service Provider agrees to thus perform the
services and require the same of any subcontractors. Therefore, any acceptance of such services
by City shall not operate as a release of Service Provider or any subcontractors from said industry
and professional standards.
7. Indemnification. To the furthest extent allowed by law, Service Provider shall
indemnify and defend City and each of its officers, officials, employees, and agents from any third
party suits, actions, and claims, all loss, liability, fines, penalties, forfeitures, costs and damages
(whether in contract, tort or strict liability, including personal injury, death at any time and tangible
property damage), and from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees and litigation expenses) that arise solely out of, pertain to, or relate to
the negligence, recklessness or willful misconduct of Service Provider, its principals, officers,
employees, or agents in the performance of this Agreement (Third Party Claim), provided that:
(a) City shall promptly give written notice to Service Provider after obtaining
knowledge of any potential or actual Third Party Claim against City if recovery being sought
against Service Provider is due to the indemnity set forth above;
(b) Service Provider will have the right to defend City against any such Third
Party Claim with counsel of Service Provider's choice. In addition, City may retain separate co -
counsel, at its sole cost and expense, to monitor the defense of the Third Party Claim, provided
however, that Service Provider shall have the right to control the defense of such Third Party
Claim in Service Provider's sole discretion.
(c) City will not consent to the entry of any judgment with respect to such
Third Party Claim without the prior written consent of Service Provider.
(d) City will not enter into any settlement with respect to such Third Party
Claim without the prior written consent of Service Provider.
(e) City shall cooperate with all reasonable request of Service Provider in
connection with the defense of such Third Party Claim; and
(f) To the extent reasonably possible, City shall use its good faith efforts to
mitigate any losses against which Service Provider is obligated to indemnify City pursuant to this
Section.
If Service Provider should subcontract all or any portion of the services to be
performed under this Agreement, Service Provider shall require each subcontractor to indemnify,
and defend City and each of its officers, officials, employees, agents, and volunteers in
accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement, provided the
subject matter of the indemnity occurred during the term of the Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, Service Provider shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into
and part of this Agreement, with an insurance company(ies) either (i) admitted by the California
Insurance Commissioner to do business in the State of California and rated no less than "A-VII"
in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by City's Risk Manager
or designee at any time and in its sole discretion. The required policies of insurance as stated in
Exhibit B shall maintain limits of liability of not less than those amounts stated therein.
(b) If at any time during the life of the Agreement or any extension, Service
Provider or any of its subcontractors fail to maintain any required insurance in full force and effect,
all services and work under this Agreement shall be discontinued immediately, and all payments
due or that become due to Service Provider shall be withheld until notice is received by City that
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the required insurance has been restored to full force and effect and that the premiums therefore
have been paid for a period satisfactory to City. Any failure to maintain the required insurance
shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant
to this section shall in any way relieve Service Provider of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation,
notification received by City that an insurer has commenced proceedings, or has had proceedings
commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Service Provider shall not be deemed
to release or diminish the liability of Service Provider, including, without limitation, liability under
the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims
and liability under the provisions of this Agreement regardless of whether any insurance policies
are applicable. The policy limits do not act as a limitation upon the amount of indemnification to
be provided by Service Provider. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability under the provisions of this Agreement nor limit the liability of
Service Provider, its principals, officers, agents, employees, or persons under the supervision of
Service Provider, vendors, suppliers, invitees, Service Providers, sub -Service Providers,
subcontractors, or anyone employed directly or indirectly by any of them.
(d) Upon request of City, Service Provider shall promptly furnish City with a
copy of an insurance certificate on the Accord form as required under this Agreement, including
all endorsements. This requirement shall survive expiration or termination of this Agreement.
(e) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall require each subcontractor/sub-
Service Provider to provide insurance protection in favor of the City, to the City and each of its
officers, officials, employees, agents, and volunteers in accordance with the terms of this section,
except that any required certificates and applicable endorsement certificates, which shall be on
file with Service Provider and City prior to the commencement of any services by the
subcontractor.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to City's execution of this Agreement, Service Provider shall complete
a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C.
During the term of this Agreement, Service Provider shall have the obligation and duty to promptly
notify City in writing of any change to the information provided by Service Provider in such
statement.
(b) Service Provider shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance of impermissible
client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including,
without limitation, California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair
Political Practices Commission concerning disclosure and disqualification (2 California Code of
Regulations Section 18700 et. seq.). Service Provider shall take, and require its subcontractors
to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any
facts giving rise to the appearance of a conflict of interest, Service Provider shall promptly notify
City of these facts in writing.
(c) In performing the work or services to be provided hereunder, Service
Provider shall not employ or retain the services of any person while such person either is
employed by City or is a member of any City council, commission, board, committee, or similar
City body. This requirement may be waived in writing by the City Manager, if no actual or potential
conflict is involved.
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(d) Service Provider represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this
Agreement or any rights/benefits hereunder.
(e) Service Provider and any of its subcontractors shall have no interest, direct
or indirect, in any other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and approved by the City
Manager, in advance and in writing. Notwithstanding any approval given by the City Manager
under this provision, Service Provider shall remain responsible for complying with Section 9(a),
above.
(f) If Service Provider should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, Service Provider shall include the
provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.
10. Recycling Program. In the event Service Provider maintains an office or operates
a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of
the City of Fresno, Service Provider at its sole cost and expense shall:
(i) Promptly establish and maintain a viable and ongoing recycling program, approved
by City's Solid Waste Management Division, for each office and facility. Literature
describing City recycling programs is available from City's Solid Waste
Management Division and by calling City of Fresno Recycling Hotline at (559) 621-
1111.
(ii) Promptly contact City's Solid Waste Management Division at (559) 621-1452 and
schedule a free waste audit, and cooperate with such Division in their conduct of
the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of City's Solid Waste
Management Division the establishment of the recycling program in paragraph
(i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of City
within the body of this Agreement, and not otherwise specifically provided for, shall be effective
only if signed by the Administrator or designee.
(b) Records of Service Provider's expenses for those charges in excess of the
total annual "base" charge reflected in the pricing and payment schedule in Exhibit A shall be
kept on a generally recognized accounting basis and shall be available to City or its authorized
representatives upon request at Service Provider's offices, during regular business hours
throughout the life of this Agreement and for a period of three years after final payment or, if
longer, for any period required by law. In addition, all books, documents, papers, and records of
Service Provider pertaining to the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim,
negotiations, audit or other action is commenced before the expiration of said time period, all
records shall be retained and made available to City until such action is resolved, or until the end
of said time period whichever shall later occur. If Service Provider should subcontract all or any
portion of the services to be performed under this Agreement, Service Provider shall cause
each subcontractor to also comply with the requirements of this paragraph. This Section 11(b)
shall survive expiration or termination of this Agreement.
12. Nondiscrimination. To the extent required by controlling federal, state, and local
law, Service Provider shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, religious creed, color,
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national origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
Subject to the foregoing and during the performance of this Agreement, Service Provider agrees
as follows:
(a) Service Provider will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination under any program or
activity made possible by or resulting from this Agreement.
(b) Service Provider will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status
as a disabled veteran or veteran of the Vietnam era. Service Provider shall ensure that applicants
are employed, and the employees are treated during employment, without regard to their race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or
veteran of the Vietnam era. Such requirement shall apply to Service Provider's employment
practices including, but not be limited to, the following: employment, upgrading, demotion, or
transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms
of compensation; and selection for training, including apprenticeship. Service Provider agrees to
post in conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
(c) Service Provider will, in all solicitations or advertisements for employees
placed by or on behalf of Service Provider in pursuit hereof, state that all qualified applicants will
receive consideration for employment without regard to race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era.
(d) Service Provider will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or understanding, a notice
advising such labor union or workers' representatives of Service Provider's commitment under
this section and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall cause each subcontractor to also
comply with the requirements of this Section 12.
13. lndeoendent Contractor.
(a) In the furnishing of the services provided for herein, Service Provider is
acting solely as an independent contractor. Neither Service Provider, nor any of its officers,
agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or
associate of City for any purpose. City shall have no right to control or supervise or direct the
manner or method by which Service Provider shall perform its work and functions. However, City
shall retain the right to administer this Agreement so as to verify that Service Provider is
performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
Service Provider and City. Service Provider shall have no authority to bind City absent City's
express written consent. Except to the extent otherwise provided in this Agreement, Service
Provider shall bear its own costs and expenses in pursuit thereof.
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(c) Because of its status as an independent contractor, Service Provider and
its officers, agents, and employees shall have absolutely no right to employment rights and
benefits available to City employees. Service Provider shall be solely liable and responsible for
all payroll and tax withholding and for providing to, or on behalf of, its employees all employee
benefits including, without limitation, health, welfare and retirement benefits. In addition, together
with its other obligations under this Agreement, Service Provider shall be solely responsible,
indemnify, and defend the City from all matters relating to employment and tax withholding for
and payment of Service Provider's employees, including, without limitation, (i) compliance with
Social Security and unemployment insurance withholding, payment of workers compensation
benefits, and all other laws and regulations governing matters of employee withholding, taxes
and payment; and (ii) any claim of right or interest in City employment benefits, entitlements,
programs and/or funds offered employees of City whether arising by reason of any common law,
de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term
of this Agreement, Service Provider may be providing services to others unrelated to City or to
this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally,
transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States
registered or certified mail, with postage prepaid, return receipt requested, addressed to the party
to which notice is to be given at the party's address set forth on the signature page of this
Agreement or at such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall be deemed
sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective
heirs, successors, assigns, transferees, agents, servants, employees, and representatives.
16. Assignment.
(a) This Agreement is personal to Service Provider and there shall be no
assignment by Service Provider of its rights or obligations under this Agreement without the prior
written approval of the City Manager or designee. Any attempted assignment by Service Provider,
its successors or assigns, shall be null and void unless approved in writing by the City Manager
or designee. Notwithstanding the foregoing, Service Provider may assign its rights and interests
by way of internal merger or acquisition with notice to City.
(b) Service Provider hereby agrees not to assign the payment of any monies
due Service Provider from City under the terms of this Agreement to any other individual(s),
corporation(s) or entity(ies). City retains the right to pay any and all monies due Service Provider
directly to Service Provider.
17. Compliance With Law. In providing the services required under this Agreement,
Service Provider shall at all times comply with all applicable laws of the United States, the State
of California and City, and with all applicable regulations promulgated by federal, state, regional,
or local administrative and regulatory agencies, now in force and as they may be enacted, issued,
or amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either
the same or a different provision of this Agreement. No provisions of this Agreement may be
waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision
herein shall not be deemed to be a waiver of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding, however, any
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conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the
filing of any action regarding the enforcement or interpretation of this Agreement and any rights
and duties hereunder shall be Fresno County, California. The parties specifically exclude the
provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.
20. Headiness. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to the
interpretation or meaning of the provisions of this Agreement.
21. Severabilit . The provisions of this Agreement are severable. The invalidity or
unenforceability of any one provision in this Agreement shall not affect the other provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this Agreement be
found to be ambiguous in any way, such ambiguity shall not be resolved by construing this
Agreement in favor of or against either party, but rather by construing the terms in accordance
with their generally accepted meaning.
23. Attorne 's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing
party in such proceeding or action shall be entitled to recover from the other party its reasonable
attorney's fees and legal expenses as awarded by a court of competent jurisdiction.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this
Agreement shall control and take precedence over the terms and conditions expressed within the
exhibit or attachment.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in the preamble of
this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not
intended that any rights or interests in this Agreement benefit or flow to the interest of any third
parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire and integrated
agreement between the parties with respect to the subject matter hereof and supersedes all prior
negotiations, representations or agreements, either written or oral including those terms which
may be contained on City's Purchase Order. This Agreement may be modified only by written
instrument duly authorized and executed by both City and Service Provider. No other terms,
conditions, representation, warranties, or guarantees shall form a part hereof or have any legal
effect whatsoever.
29. Federal Clauses. RESERVED.
30. Accessible Information and Communication Technolo ICT Requirements.
The contractor/consultant/vendor of Information and Communication Technology (ICT)
content/products/services is required to provide deliverables that satisfy the accessibility
requirements of the ADA, Section 508, and conform to Web Content Accessibility Guidelines 2.0
Level AA Success Criteria (WCAG 2.0 AA), or the most recent WCAG version.
Prior to execution and renewal (if applicable) of contract, contractor/consultant/vendor is
required to utilize a Voluntary Product Accessibility Template (VPAT) 2.0, or the most recent
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VPAT version to submit an Accessibility Conformance Report. Using the report, the City will make
a determination if the content/product/service substantially meets applicable accessible standards
or best meets the standards and is consistent with the business need. In such instances in which
the content/product/service is non -conforming the contract may be denied, or the
contractor/consultant/vendor may be asked to provide a reasonable timeline for remediation of
areas of non-conformance.
Definitions:
Information and Communication Technology (ICT) is information technology and other
equipment, systems, technologies, or processes, for which the principal function is the creation,
manipulation, storage, display, receipt, or transmission of electronic data and information, as well
as any associated content. Examples of ICT include but are not limited to: computers and
peripheral equipment; information kiosks and transaction machines; telecommunications
equipment; customer premises equipment; multifunction office machines; software; applications;
websites; videos; and, electronic documents.
Web Content Accessibility Guidelines 2.0 standards (WCAG 2.0), or the most recent
WCAG version, created by the World Wide Web Consortium (W3C) Web Accessibility Initiative
(WAI), define how to make web content more accessible to people with disabilities. Testable
success criteria are provided to allow WCAG 2.0 to be used where requirements and
conformance testing are necessary; Level AA is the median level of conformance and the
minimum acceptable level for accessibility. WCAG 2.0 is written to be technology neutral, and the
success criteria and conformance requirements can be applied to all electronic content. Section
508 of the Rehabilitation Act of 1973 (Section 508) requires federal agencies and entities
receiving federal funds to meet specific accessibility standards for electronic information and
technology; the City of Fresno is an entity that receives federal funds.
Section 508 of the Rehabilitation Act of 1973 (Section 508) requires federal agencies and
entities receiving federal funds to meet specific accessibility standards for electronic information
and technology; the City of Fresno is an entity that receives federal funds.
Accessible Document Requirements
Documents must be provided as accessible PDFs or in another alternate accessible
format. Accessible PDFs are PDF documents created so that they are not read solely as an image
by assistive technology and screen readers. This is usually achieved through the use of tags, or
a structured, textual representation of the PDF that is presented to screen readers but have no
visible effect on the PDF file.
31. Limitation of Liability. Notwithstanding any provision of this agreement to the
contrary, in no event shall seller be liable for any special, incidental, indirect or consequential
damages whatsoever (including, without limitation, damages for loss of profits, or business
interruption) arising out of the use of or inability to use any product, or associated software
described herein, either separately or in combination with any other product, equipment,
software or other materials even if seller has been advised of the possibility or certainty of such
damages.
Seller's total aggregate liability hereunder whether based upon contract, tort (including
negligence and strict liability) or otherwise, shall in no event exceed the Fees paid to seller
during initial implementation term.
32. Patent Pry rieta Rights, Copyright &. Trademark Indemnity. Seller shall retain
all rights in patents, copyrights, trademarks, and trade secrets. Furthermore, neither the
Agreement nor the delivery of any work hereunder shall be construed as granting, either by
estoppel or otherwise, any right in, or license under, any present or future data, drawings, plans,
ideas or methods disclosed in this Agreement or under any invention, patent, copyright or trade
secret now or hereafter owned or controlled by Seller. Software utilized under this Agreement is
proprietary and ownership of the software remains with Seller and/or its subcontractors, as the
Service Agreement OPS Configuration Trapeze Confidential
WO-0126136 Page 10 of 18
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case may be. Subject to Article 5 of the Agreement, Buyer agrees to: (1) take reasonable steps
to maintain Seller's and subcontractors rights in the software; (2) not sell, transfer, publish,
display, disclose, or make available the software, or copies of the software, to third parties
except where Buyer may disclose the software to designated federal representatives under a
nondisclosure agreement executed by both parties, (3) not use or allow to be used, the software
either directly or indirectly for the benefit of any other person or entity, and (4) not use the
software, along with its Updates, patches or Upgrades, on any equipment other than the
equipment on which it was originally installed, without Seller's written consent.
Seller agrees that it will defend, at its own expense, all suits against Buyer for
infringement of any United States patent or copyright which covers, or alleges to cover, the
product described herein in the form sold by Seller. Seller agrees that it will pay all sums,
which, by final judgment or decree in any such suits, may be assessed against Buyer on
account of such infringement, provided that Seller shall be given (i) prompt written notice of all
claims of any such infringement and of any suits brought or threatened against Buyer and (ii)
authority to assume the sole defense thereof through its own counsel and to compromise or
settle any suits so far as this may be done without prejudice of the right of Buyer to continue the
use, as contemplated, of the product so purchased. If, in any such suit so defended, the
product is held to constitute an infringement and its use is enjoined, or if in the light of any claim
of infringement Seller deems it advisable to do so, Seller may either procure the right to
continue the use of the same for Buyer, or replace the same with a non -infringing product, or
modify said product so as to be non -infringing, or, if the foregoing options are not reasonably
available, take back the infringing product and refund the purchase price less a reasonable
allowance for use, damage or obsolescence.
The foregoing states the sole and exclusive liability of the parties hereto for patent
and/or copyright infringement.
33. Disputes The Parties shall attempt to resolve any dispute arising out of or
relating to this Agreement promptly by negotiation in good faith between executives who have
the authority to settle the dispute. Either Party shall give the other Party written notice of any
dispute not resolved in the ordinary course of business. Within seven (7) business days after
delivery of such notice, the Party receiving notice shall submit to the other a written response
thereto.
All reasonable requests for information made by one Party to any other shall be honored
in a timely fashion. All negotiations conducted pursuant to this Article (and any of the Parties'
submissions in contemplation hereof) shall be kept confidential by the Parties and shall be
treated by the Parties and their representatives as compromise and settlement negotiations
under the Federal Rules of Evidence and any similar state rules.
34. Trade Secrets. Buyer acknowledges that all Trade Secrets relating to or
concerning the Software, including any modifications made thereto, are owned by Trapeze or
Trapeze has the applicable rights of use and Buyer will maintain the Trade Secrets in strict
confidence and not disclose the Trade Secrets to any third party without Seller's prior written
consent. Buyer shall prohibit any persons other than Buyer employees from using any
components of the Software and Buyer shall restrict the disclosure and dissemination of all
Trade Secrets reflected in the Software to Buyer employees who are bound to respect the
confidentiality of such Trade Secrets. These obligations of confidentiality will survive termination
of the Agreement.
[Signatures follow on the next page.]
Service Agreement OPS Configuration Trapeze Confidential
WO-0126136 Page 11 of 18
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
City OF FRESNO,
a California municipal corporation
Oocu&gmd by:
By: Ciupn9l g"Pu 2/22/2023
Gregory arield,
Director Department of
Transportation
APPROVED AS TO FORM:
City Attorney
By: lord f� 2r21123
Pauline Brickey Date
Deputy City Attorney
ATTEST:
TODD STERMER, CRM MMC
CityFleikuSigned by:
By: 'rIVA Y6MET 2/22/2023
Deputy
Addresses:
CITY:
City of Fresno/FAX
Attention: Darlene Christiansen,
Business Manager
2223 G Street
Fresno, CA 93706
Phone: (559) 621-1469
FAX: (559) 488-1065
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure
Form
TRAPEZE SOFTWARE GROUP, INC.
A Delaware Corporation
By:
Name:
Roderick Jones
Title: President
(If corporation or LLC., Board Chair,
Press4�toL. orVice Pres.)
By: / l
Name: Geoff Allan
Title: CFO
(If corporation or LLC., CFO,
Treasurer, Secretary or Assistant
Secretary)
SERVICE PROVIDER:
Trapeze Software Group, Inc.
Attention: Arlene English
5265 Rockwell Dr
Cedar Rapids, IA 52402
Phone: 319-743-4522
Service Agreement OPS Configuration Trapeze Confidential
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EXHIBIT A
SCOPE OF SERVICES
Service Agreement between City of Fresno (City)
and Trapeze Software Group, Inc. (Service Provider)
PROFESSIONAL TRANSIT SOFTWARE CONFIGURATION SERVICES FOR LICENSED
TRANSPORTATION PASSENGER SOFTWARE SUITE
ATTACHED IN WORK ORDER #WO-0126136
Follows this page
Service Agreement OPS Configuration Trapeze Confidential
WO-0126136 Page 13 of 18
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:r r •
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Trapeze
a �-- -
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ORIGINAt -
Fresno Area Express
Work Order #WO-0126136
Trapeze Software ULC
5060 Spectrum Way, 2nd Floor
Mississauga, ON L4W SKIS Canada
Beverly D'Sauza,
DpS Sales Specialist
Tel. 647 204 0876
Email: beverly.clsouzaOtrapengrouprcom
www,trapezegroup,cowl
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<r�Trapezer"'
Trapeze Soffware ULC
5060 Spectrum Way, 2nd Floor
Mississauga, ON
L4W 5N5, Canada
WORK ORDER
Client Name: Fresno Area Express
Address: 2223 G Street
Fresno, CA 93706
Attention: Darlene Christiansen
Position: Business Manager
Phone: 559/621-1469
Email: darlenexhristiansen@fresno. ov
Fax:
Work Order #: WO-0126136
Date Requested: 10/20/22
Requested By: Beverly D'Souza
Note: A copy of the purchase order related to the items below MUST be received by Trapeze Software ULC
("Trapeze") prior to the performance of any services.
Product Name
OPS Configuration
Type
Work Order Services
**Total:
Total Price
I
$42,650.00
$42,650.00
Plus Applicable Sales Tax
5800 Eaplorei Drive. Sth Floor, Nfississau-a, ON L41N 5K9 Canada I t 901b H9 872? 16 9012A.8-M I ioio,9�trap%;egcoup eom wwvv. tra pezegrou p.co In
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<ZirapezeT 1'
Work Order will be billed as described in the attached Statement of Work.
By signing below and/or returning a Purchase Order related to this Work Order, the Client acknowledges and agrees that
the provision of the services specified herein shall be governed by the terms of the contract between Trapeze and the Client
with regards to the product(s) to which the services relate. The Client specifically acknowledges and agrees that any terms
and conditions received by Trapeze at any time from the Client including, but not limited to, Purchase Order terms and
conditions, are for administrative purposes only and shall not amend, alter, supplement or supersede the terms of the
contract between Trapeze and the Client.
For purposes of this Work Order, facsimile or PDF signatures shall constitute a valid, binding commitment between Trapeze
and the Client.
The order is not accepted until confirmed by Trapeze Software ULC.
**All Prices in U.S. dollars. Pricing is valid for 90 days.
Trapeze Software ULC Fresno Area Express
YN�b
Teresa Domingo
General Manager
Date: 10/20/22 _ Date: 11 /01 /22
ve 5thFlcar,fvlisslssauga.ON L44V5h, CanadaIrHE.629.8T?+IE�JCS.238,84�oliniolr�trape_e;,ioupcom WWW_tra1)ezegroup.com
Fresno Area Express
OPS Configuration Changes
October 20, 2022
Submitted by:
Trapeze Software Group, Inc.
5265 Rockwell Dr. NE, Cedar Rapids, IA, USA 52402
Beverly D°Souza, Sales Specialist
Tel: +1 905-629-8727 x104850
beverly.dsouza@trapezegrou p.coni
<r7:rapeze`�'
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Table of Contents
Section1:Introduction..........................................................................................................................................1
Section 2: Trapeze Professional Services..............................................................................................................I
Section2.1: Personnel..............................................................................................................................................................1
Section 2.2: Implementation Methodology Overview.............................................................................................................1
Section 3: Project Implementation Approach........................................................................................................2
Section3.1: Project Kick-Off......................................................................................................................................................2
Section32: Project Design ...................................................... ......................................................
......................................... .....2
Section3.3: Software Configuration..........................................................................................................................................2
Section 3.4: Internal Acceptance Testing............................................................_..._......................................................_..........4
Section3.5: Software Installation ................................... ............... .....................................
............................ :.......................... 5
Section3.6: Installation Testing.......................................................... :....................
:...................................................... ............ 5
Section3.7: Acceptance Testing................................................................................................................................................5
Section3.8: Deployment and Closure.......................................................................................................................................7
Section 4: Responsibilities and Deliverables ................................... __
................................................................ 7
Section5: Project Duration...................................................................................................................................8
Section6: Project Management............................................................................................................................8
Section 7: FAX's Resource Requirements.............................................................................................................9
Section8: Project Budget......................................................................................................................................9
Section8.1.: Payment Milestones............................................................................................................................................10
Section 9: Project Assumptions..........................................................................................................................
10
Section 9. is General Pricing Assumptions..............................................................................................................................10
wwwArapezegroup.com Confidential - Not to be Disclosed Table of Contents
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Section 1: Introduction
Fresno Area Express ("FAX") is looking for Trapeze to make configuration changes that include additional
absence types, separating the standby time payroll code, updating extra pay rules, and adding certain run types
and associated pay rules.
The purpose of this document is to provide FAX with a quote and scope of work for services required to configure
and test the necessary these OPS changes. The following information defines the implementation services to be
provided by Trapeze, as well as the support required from FAX staff and resources.
Section 2: Trapeze Professional Services
Section 2.1: Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services
personnel:
Project Manager: The centralized point of contact for the project. The project manager is responsible for
coordinating project schedules, deliverables and resources required to deliver the customizations as
identified in this statement of work.
Technical Product Specialist(s): The primary technical point(s) of contact supporting the design,
installation, configuration, testing, and implementation of the Software.
Section 2.2e Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:
1. Project Kick -Off
2. Project Design
3. Software Configuration
4. Internal Acceptance Testing
a. Software Demonstration
5. Software Installation
6. Installation Testing
7. Acceptance Testing
8. Deployment and Closure
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Section 3: Project Implementation Approach
Section 3.1: Project lick -off
Following contract execution, Trapeze and FAX will hold a remote project kick-off meeting to align stakeholders
on project scope and timelines, as well as review roles, responsibilities, and key risks. Project teams from both
Trapeze and FAX are expected to attend the kick-off meeting.
Upon conclusion of the kick-off meeting, Trapeze will work with FAX to gain access to a database backup of their
current Trapeze environment.
Section 3.2: Project Design
The Project Design meetings for the OPS configurations will be held remotely via Zoom over the course of up to
four (4) hours to confirm the project scope and requirements. In preparation for these discussions, FAX will be
expected to provide Trapeze with any relevant operational materials and/or documentation requested. The
following topics will be covered during these meetings and calls:
• Review current operational policies and procedures as they relate to the OPS processes
+ Review and finalize project timelines
A preliminary Project Design Document outlining deliverables, goals and objectives, configurations, and expected
project implementation timelines will be prepared by Trapeze and shared with FAX after the initial Project Design
meetings. During the review process, non-standard Software functionality may be identified beyond any in -scope
customizations. If desired, Trapeze will provide estimates to address these gap items, however, addressing any
such gaps will be considered out -of -scope and may result in additional costs.
Following completion of the preliminary Project Design Document, Trapeze will share the document with FAX to
review and provide comments. FAX will have five (5) business days to complete the review of the preliminary
Project Design Document, after which the Trapeze project manager will coordinate a meeting with FAX's project
team to review the comments. Following this meeting, Trapeze will revise the preliminary Project Design
Document to address FAX's comments and feedback and will provide FAX a finalized Project Design Document.
Section 3o3e Software Configuration
Trapeze will update the OPS out -of -the -box configurations based on the finalized Project Design Document.
Trapeze will be responsible for the creation and maintenance of the OPS configuration throughout the
implementation. Trapeze and FAX's project teams will be responsible for testing all configuration rules to ensure
they meet the requirements listed in the final Project Design Document. The software configuration includes the
below changes for the FAX garage only:
1) Add 6 New absences
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* FAX would like to introduce 6 new absences and payroll codes
• No performance values or accruals associated
• FAX currently has a day before/day after holiday disqualification. This does not need to be configured,
it will be managed manually
• FMLA module not used
■ All new absences are no cash value absences (leave without pay)
Absence
Abbreviation
(CHAR - 8)
001 K
XX1-K
L04_K
L05_K
L08
L08_X
Description - Absence Payroll
Definition (CHAR - 30) 1 Code
FMLA -Extrawork 001_K
Day Off FMLA
Miss -out FMLA
No Call-FMLA
No Call, No Show
XX1_K
L04_ K
L05_K
L08
No Call, No Show -Day Off I L08 X
Notes
•
a
•
FMLA taken when extra work was
assigned (extraboard and regular
operator)
Pay actual time up to BRV
RWD
Only hours over 8hr. Operator must
work regular shift.
Pay Actual Time up to BRV
RDO
Volunteer/Forced Volunteer only
Employee received a miss out then
called out FMLA for the same day
Pay actual time up to BRV
RWD/RDO
Disqualify holiday pay if taken
Employee had `No Call' absence, then
called out for FMLA
Pay actual time up to BRV
RWD/RDO
Disqualify holiday pay if taken
Employee had 'No Call' absence, then
called out for FMLA
Pay actual time up to BRV
RWD
Disclualif
y holiday pay if taken
Employee had 'No Call' absence, then
called out for FMLA
Pay actual time up to BRV
RDO
Disqualify holiday pay if taken
2) Separate Standby time from regular payroll code
• Currently standby time uses the same payroll code as all regular time, however FAX would like to
separate out standby time to use its own payroll code
• Similarly, OT caused by Standby must go towards a separate OT code (piece OT rule)
Work Subtype Description Payroll 4 Notes
Code 1
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Standby
Standby
STDBY
• ATU Standby Time - Driver works regular
standby time; captured in the first 8
hours
Standby
Standby
■ X10 Standby Time - Volunteer/Day Off;
entire day is X10 (prior to conversion);
when run as GO1, use X10 up to the
STBX10
G01 amount
Standby
Standby
• X15 Standby Time - Forced/Day Off;
entire day is X15 when driver worked 8
STBX15
hours and then placed on STB
3) Update Extra Pay Rules
• Platform Instructor Premium- Currently pays flat 1hr, should change to 4hr.
• OSU Guarantee- Reconfigure all payrules as this does not trigger correctly. OST is used to track
guarantee time when an employee's work was lost due to a work assignment rule violation
o Guarantee 9-Hour Turnaround Time
o No Cash Value ONLY IF Forced or Volunteer Day Off
o Cash Value ONLY IF the Following Day is a Regular Work Day (Due to a late run the previous
night coupled with an early run the following morning the lost time is payable and captured as
GO1.)
o Payroll will review to ensure time entered is correct.
o This will be manually assigned by FAX
o Pay actual time towards G01* payroll code
• Update all extra pay rules to include trainees (employee type)
4) Add 4/10 Straight, 4/10 Split, PPT run types and associated pay rules
• Will require new roster types and bid units to be created in OPS.
■ PPT
o Part time runs/rosters
o OT over 32hr/week, no daily OT
o No spread pay, no guarantees
4/10
o Overtime over 10hr
o Work assignment rules remain the same
0 8/80 rule
■ 9hr rest
• Max spread
■ Etc.
• Extraboard will still bid 5x8 work week only
Section 3.4. Internal Acceptance Testing
Internal Acceptance Testing ("IAT") is completed remotely by Trapeze before the OPS changes are installed in
FAX's test environment. During IAT, Trapeze Technical Product Specialists will perform testing to ensure
completeness and accuracy of all approved design and data elements as outlined in the final Project Design
Document.
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The Trapeze Technical Product Specialists will run a series of tests in a local testing environment to ensure that
the OPS changes are functioning properly against FAX's specific data and configuration. This allows Trapeze to
proactively determine any potential data -related issues and ensure that all standard setup and configuration
tasks can be performed for FAX.
Software Demonstration
Once IAT activities are complete, Trapeze will conduct a two (2) hour remote demonstration of the new
configurations with FAX's project team. Trapeze will complete any modifications to the configurations (where
applicable) based on the feedback gathered during the demonstration.
Section 3.5: Software Installation
Following the completion of the Software demonstration, Trapeze will work with FAX to remotely install and
configure the intervening rules in FAX's test environment. FAX will be required to complete all hardware
installations (including all server configurations) in time for the test environment installation. To assist Trapeze
with the installation, FAX will be required to will provide remote access (VPN, etc.) to all necessary servers. If
remote access is unavailable, Zoom will be used as an alternate method for connecting to the servers.
Section 3.0: Installaiion I esting
Installation Testing will occur after the changes have been installed in FAX's test environment. This testing is
designed to ensure the Software is functioning properly within FAX's test environment, as well as with third party
software, as necessary.
During Installation Testing, FAX will grant Trapeze access to their servers so that Trapeze can perform testing of
key Software functionality and validate the Software is functioning properly in FAX's test environment. During
Installation Testing, Trapeze will validate the following:
• Applications are connected to the appropriate database(s)
• General Software functionality is working as designed
• All configurations and settings are functioning as expected
Section 3.7a Acceptance nesting
Acceptance Testing involves FAX utilizing the OPS changes in the test environment to ensure they respond
accurately to user inputs and all features and functions work as expected.
Trapeze will provide remote support during the Acceptance Testing activities. FAX will have ten (10) business
days in which to perform an initial comprehensive end -to -end round of Acceptance Testing. All subsequent end -
to -end rounds of Acceptance Testing must be completed in no more than five (5) business days.
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Testing Defect Review Tracking and Resolution
During Acceptance Testing, FAX will document and prioritize any defects encountered throughout the testing
period (if any exist). Following the completion of a round of testing, FAX will supply Trapeze with a complete list
of all perceived defects, which Trapeze will assess for root cause and resolve where appropriate based on the
severity levels defined below.
1. Critical - Defect causes failure of critical functionality or critical data and no workaround is available.
This can include but is not limited to:
System crashing
Non -recoverable conditions
® Data loss or corruption
Security concerns leadingto breach of information and/or misuse, or severely affecting
system performance and/or functionality.
Performance defects leading to unavailability or loss of functionality.
2. Major - Defect partially impairs critical functionality. A workaround is available but difficult to execute.
This can include but is not limited to:
® System crashing or aborting during normal operation of a non -critical flow.
• Missing functionality
Inconsistent logic or display of data.
® Slow responsiveness and underperformance of the system
® Missing security or system patches, minor breach of information
3. Minor - Defect impairs non -critical functionality with a satisfactory workaround available.
This can include but is not limited to:
Minor usability issues such as inconsistent display
Tab/shortcut keys not working.
Missing input validation
System recoverable errors
FAX will identify the priority of each defect and indicate the desired resolution sequence (1= soonest resolution
desired). Trapeze will make best reasonable effort to resolve defects of the same severity levels based on
sequential order.
At the completion of each round of testing, Trapeze will work remotely to resolve all critical and major defects (if
any exist). If an updated Software solution is required to resolve the defect(s), Trapeze will provide the updated
Software encompassing all defect fixes. FAX will be asked to test and validate the Software to ensure all defects
have been rectified. If further defects are identified, Trapeze will evaluate and work to resolve them, and FAX will
be asked to execute another round of Acceptance Testing.
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Once FAX confirms that all critical and major defects have been resolved, Acceptance Testing will be considered
complete, and the Software deemed ready for production use. FAX will be required to sign off on the Acceptance
Testing. All minor defects will be transitioned to the Trapeze maintenance and support program, who will provide
new Software builds addressing post -deployment defects, as necessary.
Section 3.8: Deployment and CIOSUre-
During the deployment activities, Trapeze will migrate the changes from FAX's test environment to FAX's
production environment so that they can be used to support live operations.
Deployment Support
Trapeze will provide remote go -live support for the launch of the OPS configuration changes over the course of
one (1) week. FAX can leverage these services during standard business hours to address any non -critical
questions or support needs that may arise from using the Software to support live customer operations.
Closure
At the completion of the one (1) week deployment support period, all ongoing support will be transitioned to and
provided through Trapeze's long-term maintenance program. Atthis time, the project will be considered complete
and project closure will be processed.
Section 4: Responsibilities and Deliverables
Activity
Tripeze Respofisbiffr=
•
Provide input for FAX -led
Kick-off meeting
° Lead project kick-off
activities
° Kick-off
meeting
■
Ensure all appropriate staff
Presentation (MS
Project Kick -Off
Collaborate with FAX
attend the kick-off meeting
PowerPoint)
in developing project
•
Assist with developing and
• Preliminary
agenda
maintaining the project agenda
_pro ect agenda
•
Participate in Project Design
meetings
° Project Design
•
Provide documentation as
Document
Project Design
• Conduct Project
requested
Finalized Project
Design meetings
•
Review Project Design Document
Schedule
and provide comments/feedback
■
Sign off on finalized Project
Design Document
■ Complete Software
■ Configured
Software
Configurations based
•
Consult as required
changes
Configuration
Design
on the Project Desi
Document
Internal
• Perform Internal
Software
Acceptance
Acceptance Testing
•
Provide data as necessary
demonstration
Testing
Provide Software
e
Attend Software demonstration
demonstration
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•
Complete all hardware
installation(s)
•
Provide access to test
environment
•
Manage servers, databases,
Installed and
• Install and configure
backup procedures, database
configured
Software
changes in FAX's test
maintenance practices, and
changes in FAX's
Installation
environment
Windows environments and
test environment
security
•
Install Trapeze pre -requisite
Software (e.g., ODBC
connections, database servers,
etc.) ..
_
•
Provide technical consulting as
Installation
■ Perform Installation
required
Testing
Testing
•
Provide access to test
environment _
•
Perform Acceptance Testing
• Prioritized defects
•
Complete prioritization of
log
Acceptance
■ Support FAX during
defect(s)
• Software
Testing
Acceptance Testing
•
Re -test defect resolutions
releases, as
•
Escalate defects to the
necessary
appropriate Trapeze resource
•
Escalate issues to Trapeze
• Migrate the Software
■
Update the production system to
• Trapeze OPS
to FAX's production
ensure all records are up to date
changes are
environment
■
Ensure data correctness
operational and
Deployment and
• Provide support for
■
Confirm connectivity, logins, etc.
functional in
Closure
one (1) week for the
Confirm finalization and closure
FAX's production
deployment of the
of all contract deliverables
environment
Software changes
•
Clear any outstanding project
balance
Section 5: Project Duration
This implementation is expected to be completed within three (3) months from the completion of the project
kick-off meeting. Following contract execution, a mobilization period of up to forty-five (45) days may be required
to kick off the project and align all resources. Trapeze will work to minimize this mobilization period through
proactive planning with FAX.
If the length of the project exceeds three (3) months from the kick-off meeting, either due to FAX's readiness or
resourcing delays, a change order may be required to fund the extension.
Section 6: Project Management
Trapeze will provide remote project management support for the entire duration of the project. The Trapeze
project manager will be responsible for the successful planning, design, and execution of the project, including
effective stakeholder communication, risk mitigation and meeting project milestones. The project manager will
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be the key point of contact for FAX for the duration of the project. Trapeze will also require FAX assign a project
manager for this implementation. The two project managers will work together to ensure consistent dialogue is
maintained through well -established communication channels.
A successful implementation requires effective and timely communication with all project stakeholders. Trapeze
expects the project managers will meet on a bi-weekly basis.
In addition to the responsibilities outlined above, Trapeze project managers will also provide the following key
services:
+ Change Management: If any deliverable(s) will need to be changed mid -project, the project manager will
identify the impact of the change and initiate necessary actions to ensure timelines and project costs
will be adjusted.
• Milestone Sign -Offs: With each completed milestone, FAX will be asked to sign off on the milestone and
confirm agreement with project moving forward.
Section 7: FAX's Resource Requirements
Outlined below are estimated resource allocations to support the implementation and effort defined in this
statement of work.
0 Coordinate all resources from FAX
• Coordinate conference calls and meetings, as
30% of their time for required
the full duration of the 0 Coordinate completion of Acceptance Testing
project • Coordinate FAX activities
• Work with the Trapeze project manager to identify
risks, issues, and mitigations throughout the project
Participate in the review of all documentation
70% of their time for
Participate in Software demonstration activities
the full duration of the
• Assist project manager with completion of
project
Acceptance Testing
• Assist with troubleshooting network or technical
25% of their time
issues
• Provide access to servers as necessary throughout
during Software
the project
Installation, and Testing
• Maintain system security controls & permissions,
user accounts, etc.
Section 8: Project Budget
The following project budget includes all services required for this implementation as outlined in this statement
of work.
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1 Implementation Services Y - $42,650
Total Cost $42,650
i
Section 5.1: Payment Milestones
The below payment milestones shall be followed throughout the implementation.
.. .. !r_ .776T..'7: it
1
Preliminary Project
Delivery of the Preliminary Project Design
15% of Services
Design
Document
2
Final Project Design
Delivery of the final Project Design Document
15% of Services
3
Software Demonstration
Completion of Software Demonstration
15% of Services
4
Software Installation -
Installation of the changes in FAX's test
20% of Services
Test Environment
environment
5
Acceptance Testing
Resolution of critical and major defects
20% of Services
6
Software Installation -
Installation of the changes in FAX's
15% of Services
Production Environment
production environment
Section 9: Project Assumptions
Section 9.1: General Pricing Assumptions
1. This implementation is a fixed -fee engagement.
2. Pricing does not include any applicable taxes or expenses associated with FAX and any of their resources
assigned to the project.
3. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless
otherwise stated.
4. FAX is responsible for the purchase and installation of any required server and workstation hardware
and software (servers shall be preconfigured to Trapeze's specifications).
5. Any services or requests that are outside the scope of this implementation will need to be addressed
through a change order. Additional costs may apply based on the nature of the change.
6. Any integration with third party software or systems will be the responsibility of FAX.
7. Trapeze will provide standard documentation and test scripts to FAX in support of the various activities
outlined in this letter.
8. A FAX system administrator will be readily available for all configuration, installation, testing and
deployment activities.
9. No development has been included for this implementation. If any development items are found during
the project, a change order may be needed.
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10. If sensitive employee information is needed to load into the database such as employee names, phone
numbers, addresses, driver's license and any other personal information, Trapeze recommends that
FAX leverage FTPS or encrypted email to send any files containing this data
11 All services will be performed remotely.
12. Pricing is valid until November 30th, 2022.
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"O
a
Here for the journey is more than our
tagline - It's our commitment to you. Our
value is in our ability to address your needs
and please your riders. We always strive to
do both.
UUUUJII�f. II CI IV CIUpU ILJ. VOH41-1-00-404 ! Or -
EXHIBIT B
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and Trapeze Software Group, Inc. (Service Provider)
PROFESSIONAL TRANSIT SOFTWARE CONFIGURATION SERVICES FOR LICENSED
TRANSPORTATION PASSENGER SOFTWARE SUITE
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for "bodily injury," "property damage" and
"personal and advertising injury" with coverage for premises and operations (including
the use of owned and non -owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under "Minimum Limits of
Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing
liability coverage arising out of the ownership, maintenance or use of automobiles in the
course of your business operations. The Automobile Policy shall be written on an
occurrence form and shall provide coverage for all owned, hired, and non -owned
automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile
coverage is used, the City, its officers, officials, employees, agents, and volunteers are
to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
4. Technology Liability (Errors and Omissions) insurance appropriate to Service Provider's
profession. Coverage shall be sufficiently broad to respond to duties and obligations as
is undertaken by Service Provider in this agreement and shall include but not be limited
to, claims involving infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations,
information theft, damage to or destruction of electronic information, release of private
information, alteration of electronic information, extortion and network security. The
policy shall provide coverage for breach response costs as well as regulatory fines
penalties and credit monitoring expenses with limits sufficient to respond to these
obligations.
MINIMUM LIMITS OF INSURANCE
Service Provider, or any party the Service Provider subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to City, its
officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater
of the minimum limits specified herein or the full limit of any insurance proceeds available to the
named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
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(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPEN5ATION INSURANCE as required by the State of California with
statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. TECHNOLOGY PROFESSIONAL LIA6ILITY_ insurance with limits of not less than:
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate
-UMBRELLA OR EXCESS INSURANCE
In the event Service Provider purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less
coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance
policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its
officers, officials, employees, agents, and volunteers.
DEDUCTIBLE AND ELF -INSURED RETENTIONS
Service Provider shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and Service Provider shall also be responsible for payment of any self -
insured retentions. Any deductibles or self -insured retentions must be declared to on the
Certificate of Insurance, and approved by, the City's Risk Manager or designee. At the option of
the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects City, its officers, officials, employees, agents, and
volunteers; or
(ii) Service Provider shall provide a financial guarantee, satisfactory to City's Risk
Manager or designee, guaranteeing payment of losses and related
investigations, claim administration, and defense expenses. At no time shall City
be responsible for the payment of any deductibles or self -insured retentions.
OTHER INSURANCE ROVISI 5 NDO EMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed
to contain, the following provisions:
1. City, its officers, officials, employees, agents, and volunteers are to be covered as
additional insureds. Service Provider shall establish additional insured status for the City
and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85
or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance
company endorsement providing additional insured status as broad as that contained in
ISO Form CG 20 10 11 85.
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2. The coverage shall contain no special limitations on the scope of protection afforded to
City, its officers, officials, employees, agents, and volunteers. Any available insurance
proceeds in excess of the specified minimum limits and coverage shall be available to
the Additional Insured.
3. For any claims relating to this Agreement, Service Provider's insurance coverage shall
be primary insurance with respect to the City, its officers, officials, employees, agents, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees, agents, and volunteers shall be excess of Service Provider's insurance and
shall not contribute with it. Service Provider shall establish primary and non-contributory
status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance
company endorsement that provides primary and non-contributory status as broad as
that contained in ISO Form CG 20 01 04 13.
The Workers' Comigensation insurance polic is to contain, or be endorsed to contain, the
following provision: Service Provider and its insurer shall waive any right of subrogation against
City, its officers, officials, employees, agents, and volunteers.
If the Technology Liability insurance policy is written on a claims -made form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by Service Provider.
2. Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the Agreement work or termination of the Agreement,
whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not
less than a five (5) year discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another claims- made
policy form with a retroactive date prior to the effective date of the Agreement or the
commencement of work by Service Provider, Service Provider must purchase "extended
reporting" coverage for a minimum of five years completion of the Agreement work or
termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to City for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not
be cancelled, non -renewed, reduced in coverage or in limits except after thirty calendar days
written notice by certified mail, return receipt requested, has been given to City. Service Provider
is also responsible for providing written notice to the City under the same terms and conditions.
Upon issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal, or
reduction in coverage or in limits, Service Provider shall furnish City with a new certificate and
applicable endorsements for such policy(ies). In the event any policy is due to expire during the
work to be performed for City, Service Provider shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the
expiration date of the expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of Liability,
thereby reducing the available limits by defense costs, then the requirement for the Limits of
Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by Service Provider shall not be deemed to release or diminish
the liability of Service Provider, including, without limitation, liability under the indemnity provisions
of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification
to be provided by Service Provider. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of Service Provider, its principals, officers,
agents, employees, persons under the supervision of Service Provider, vendors, suppliers,
Service Agreement OPS Configuration Trapeze Confidential
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invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly
by any of them.
SUBCONTRACTORS - If Service Provider subcontracts any or all of the services to be performed
under this Agreement, Service Provider shall require, at the discretion of the City Risk Manager
or designee, subcontractor(s) to enter into a separate side agreement with the City to provide
required indemnification and insurance protection. Any required side agreement(s) and
associated insurance documents for the subcontractor must be reviewed and preapproved by
City Risk Manager or designee. If no side agreement is required, Service Provider shall require
and verify that subcontractors maintain insurance meeting all the requirements stated herein and
Service Provider shall ensure that City, its officers, officials, employees, agents, and volunteers
are additional insureds. The subcontractors' certificates and endorsements shall be on file with
Service Provider, and City, prior to commencement of any work by the subcontractor.
VERIFICATION OF COVERAGE
Service Provider shall furnish City with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be received
and approved by the City's Risk Manager or designee prior to City's execution of the Agreement
and before work commences. All non -ISO endorsements amending policy coverage shall be
executed by a licensed and authorized agent or broker.
Service Agreement OPS Configuration Trapeze Confidential
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of
❑ 11
its agents?
2
Do you represent any firm, organization, or person who is in
❑
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who
❑
I'
do business with the City of Fresno?
4
Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with
❑
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5
Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee
who has any significant role in the subject matter of this
service?
6
Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
u Additional page(s) attached.
Signature
01 - September - 2022
Date
Deborah Mills
Name
Trapeze Software Group, Inc.
Company
5265 Rockwell Drive NE
Address
Cedar Rapids, IA 52402
City, State, Zip