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TripSpark - Ranger PurchaseCity of Dubuque ITEM TITLE: SUMMARY: SUGGESTED DISPOSITION: ATTACHMENTS: Description TripSpark Rangers - Staff Memo Contract - Partially MVM Memo Executed Copyrighted March 16, 2020 Consent Items # 13. TripSpark - Ranger Purchase City Manager recommending approval to purchase 17 Rangers from TripSpark for the Jule's Fixed Route Automatic Vehicle Locator System. Suggested Disposition: Receive and File; Approve Type City Manager Memo Staff Memo Supporting Documentation Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: TripSpark - Ranger Purchase DATE: March 9, 2020 Dubuque bitil All-A.aia City 111111 2007.2012.2013 2017*2019 Transportation Services applied for and received funds from the Federal Transit Administration's Bus and Bus Facilities competitive grant program. Director of Transportation Services Renee Tyler recommends City Council approval to purchase 17 Ranger rugged, compact computers from TripSpark in the amount of $36,561.16 for the Jule's Fixed Route Automatic Vehicle Locator System. This cost will be paid by the grant and the 15% match will be drawn from funds set aside in the fixed route equipment acquisition item. I concur with the recommendation and respectfully request Mayor and City Council approval. 7-- Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Renee Tyler, Director of Transportation Services WIT Masterpiece on the Mississippi Dubuque kreal AII•America My W,IAInl���a 2007.2012.2013 2017*2019 Transportation Services Department 950 Elm Street Dubuque, IA 52001 Office (563) 589-4341 www.cityofdubuque.org TO: Michael C. Van Milligen, City Manager FROM: Renee Tyler, Director of Transportation Services SUBJECT: TripsSpark — Ranger Purchase DATE: February 27, 2020 Purpose Purchase of Rangers from TripsSpark for the Jule's Fixed Route Automatic Vehicle locator (AVL) system. Background Transportation Services applied for and received funds from the Federal Transit Administration's 5339(b) Bus and Bus Facilities competitive grant program. The award was announced in September 2018, and the funds are now available to reimburse eligible purchases. Discussion The purchase of 17 new Ranger rugged, compact computers was included in the 5339 grant submission. The Ranger is a property component for TripSpark's Streets software. This software supports our current AVL system. The Ranger allows the integration of a wide variety of functionality into a single, powerful platform which includes real-time schedule and route adherence monitoring, communications with dispatchers, electronic dispatching turn -by - turn navigation, and driver behavior monitoring. Budget Impact The cost for Ranger purchase is $36,561.16. The cost will be billed to grant bus replacement 6001224-71318 and the 15% match will be drawn from funds set aside in the fixed route equipment acquisition 6001224-73411. Action Required Present as a consent item for approval during the March 16th council meeting agenda. Cc: Jenny Larson, Budget Director Justin Harris -Davis, Operations Supervisor Russ Stecklein, Transportation Services Lisa Valentine, Transportation Services attachment TripSpark! Trapeze Software Group, Inc. d.b.a. TripSpark Technologies ("TripSpark") 5265 Rockwell Dr. Northeast Cedar Rapids, IA 52402 Telephone: 1.800.784.9909 Fax 905.238.8408 WORK ORDER Client Name: City of Dubuque The Jule Address: 949 Kerper Blvd Dubuque, IA 52001 USA Attention: Renee Tyler Position: Director of Transportation Services Phone: (563) 589-4341 Email: rtyler@cityofdubuque.org Work Order#: WO-0108711 Date Requested: 20/12/2018 Requested By: Renee Tyler N.B A copy of the purchase order related to the items below MUST be received by TripSpark prior to the performance of any services or delivery of any hardware or software. Product Name Type Quantity Unit Price Total Price Hardware Discount Hardware 1 ($24,000.00) ($24,000.00) Shipping 1 $112.00 $112.00 Streets-CAD/AVL: Service Service 1 $5,425.00 $5,425.00 Streets-Farebox-Integration: License License 16 $105.00 $1,680.00 Streets -ITS -Parts: Hardware Hardware 1 $6,594.16 $6,594.16 Streets -ITS -Ranger: Hardware Hardware 17 $2,750.00 $46,750.00 **Total: $36,561.16 Plus Applicable Sales Tax This Work Order between Trapeze Software Group, Inc. d.b.a TripSpark Technologies ("TripSpark"or "Seller") and ("Client" or "Buyer') is governed by the terms of conditions of the agreement in place between the parties, with the exception of warranty which shall be governed by Section 5 ("Warranty") as stipulated under TripSpark Terms and Conditions of Sale, Attachment 1, and Statement of Work, Attachment 2 of this Work Order. If there is no current agreement in place between the parties then the TripSpark Terms and Conditions of Sale, Attachment 1 hereto, shall govern this Work Order. All other terms and conditions are excluded from this Work Order and shall have no effect whatsoever. Work will be billed per the statement of work, if applicable. Where no statement of work is present work will be billed upon completion of services or upon shipment of hardware, as described on the work order. Trapeze Software Group, Inc. Director, Client Services Date **Price valid for thirty (30) days. All Prices in US dollars. In addition to the services and/or fees payable by Client to use taxes (but excluding taxes based on the net income of TripSpark resulting from this Work Order) shall be the responsibility of the Client. If any withholding tax or similar levy is applicable to the fees or other amounts payable to TripSpark, Client shall pay such additional amount as shall result in TripSpark receiving the total amount of the fees and/or services or other amounts it would have been paid but for such tax or levy. TripSpark requires a response within 30 calendar days. After 30 days this work order will expire. TripSpark Confidential Attachment 1 TripSpark Terms and Conditions of Sale 1. GENERAL. These Trapeze Software Group, d.b.a. TripSpark Technologies (the "Seller') terms of sale, quote letter and all attachments hereto are provided as part of an offer to enter into a contract for the purchase and supply of Goods and/or Services. Buyer's (as Buyer is defined in the quote letter accompanying these terms) issuance of a purchase order and/or execution of the quote letter will constitute an acceptance of this offer on the terms hereof and shall create a binding contract. Buyer agrees that any terms associated with the Buyer's purchase order shall be for administrative purposes only and shall not form a part of this contract. Any modifications proposed by Buyer are not a part of this contract in the absence of Seller's written assent. As used in these Standard Terms and Conditions of sale "Goods" shall mean the equipment ("Equipment") sold and delivered hereunder, including any embedded software ("Software") licensed in conjunction with said Equipment, limited to spare and repair parts. "Services" shall mean the labor described under this quotation, which shall be provided by Seller and/or authorized representatives. 2. PRICES. 2.1 Unless otherwise agreed by Seller in writing, all prices quoted by Seller: (i) are based on US Dollars, (ii) are exclusive of all brokerage fees and duties, (iii) provide for the Goods Ex Works shipping point (as that term is defined in Incoterms 2013), and (iv) include Seller's standard commercial packaging. Seller reserves the right to deliver, at no change in price, substitute Goods of equal or better capability provided however, that such substitute Goods maintain the form, fit, and functionality of the originally contracted Goods. Partial deliveries are acceptable. Unless otherwise stated, such prices are effective for ninety (90) days from the date of quotation. Except as otherwise specified, the prices stated do not include any state, federal, or local sales, use or excise taxes, now in force or enacted in the future, applicable to the sale, license, delivery, or use of Goods and/or Services, and the Buyer expressly agrees to pay to Seller, in addition to the prices stated, the amount of any such taxes which may be imposed upon or payable by Seller. 2.2 Transportation of Goods shall be by common carrier, at Buyer's risk and expense. Upon request from Buyer to expedite shipments due to delays or other events not caused by Seller, all costs will be paid by Buyer. 2.4 Buyer shall have a reasonable time, not to exceed five (5) days from the date of receipt, to inspect the Goods. Buyer will notify Seller in writing of particular deficiencies of the Goods during the inspection period. Failure to give notice or particularize the deficiencies will result in Buyer's acceptance of the Goods. 3. TERMS OF PAYMENT AND BILLING. Where credit is extended to Buyer, terms of payment shall be net thirty (30) days from date of invoice. Notwithstanding any statement of terms or time of payment to the contrary appearing on the face of the purchase order, Seller reserves the right to require payment in advance of shipment or to ship C.O.D. In the event Buyer fails to pay any invoice when due, in addition to any other right reserved hereunder, Seller reserves the right to suspend or limit performance until all past due sums are paid. It is agreed that risk of loss and title to any Goods described herein, excluding any Software or third party licensed products, shall pass to Buyer at the time and place at which Seller ships the Goods. 4. INTELLECTUAL PROPERTY RIGHTS. Unless otherwise specified herein, neither this contract nor the delivery of any Goods or Services hereunder shall be construed as granting either by estoppel or otherwise, any right in or license under any present or future data, drawings, plans or ideas or methods disclosed in this contract, or under any invention, patent, copyright, trade secret, or other intellectual property now or hereafter owned or controlled by Seller. 5. WARRANTY. The Equipment sold hereunder is subject to the following warranties: 5.1 Seller agrees to repair or replace at its discretion, without charge, any such Equipment, which are defective as to design, workmanship or material, and which is returned to Seller at its factory, transportation prepaid, provided: (i) notice of the claimed defect is given to Seller within ninety (90) calendar days from date of delivery and the Equipment is returned in accordance with Seller's instructions; (ii) such Equipment shall not be deemed to be defective if, due to exposure to any condition in excess of those published in the product specification, it shall fail to operate in a normal manner; (iii) Seller's obligations with respect to such Equipment are conditioned upon the proper installation and operation of such Equipment by Buyer in accordance with Seller's written directions; and (iv) the warranty stated in this section shall be void if such Equipment is altered or repair is attempted or made by other than Seller or Seller's authorized service center. No warranty is provided by Seller with respect to the Software or any third licensed or hardware products. Separate warranties may be available from the third party developer, distributor or publisher. Buyer agrees to pay for all service expenses not covered by this warranty at Seller's then current standard service rates. NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE SHALL BE APPLICABLE TO ANY GOODS SOLD OR SOFTWARE OR SERVICES DELIVERED HEREUNDER, AND THE FOREGOING SHALL CONSTITUTE THE BUYER'S SOLE RIGHT AND REMEDY UNDER THIS AGREEMENT. 6. LIMITATION OF LIABILITY. 6.1 Buyer acknowledges and understands that a computer in a vehicle has the potential to distract the driver from the primary task of driving which can compromise a vehicle's safety. Buyer acknowledges and agrees that it is solely responsible for providing and ensuring the proper training of its drivers, owners or operators in the operation of the motor vehicle or motor vehicles in conjunction with the use or operation of the Goods described in this contract. "Motor vehicle" includes any automotive machinery utilized for the transport of persons or goods in which Goods have been incorporated or installed. Buyer shall include this paragraph in any third party agreement it may have in which Goods are provided to a third party. 6.2 Buyer acknowledges and agrees that Seller shall not be liable to Buyer for any claim or action including costs arising out of the use or misuse of any motor vehicle operated by Buyer in conjunction with or separate from the use of the Goods described in this contract including any personal injury claim or action and Buyer shall indemnify and defend Seller from any such claim or action including costs. Buyer shall include this paragraph in any third party agreement it may have in which Goods are provided to a third party. 6.3 IN NO EVENT SHALL SELLER BE LIABLE TO ANYONE FOR ANY SPECIAL, COLLATERAL, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR REMOVAL AND REINSTALLATION OF GOODS, LOSS OF GOODWILL, LOSS OF SAVINGS, LOSS OF PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF THE SERVICES, OR THE USE OF OR INABILITY TO USE ANY GOODS DESCRIBED HEREIN EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER PRODUCT, 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 BY BUYER TO SELLER FOR THE SOFTWARE, EQUIPMENT OR SERVICES GIVING RISE TO A CLAIM. 7. FORCE MAJEURE. Except for payments due from Buyer to Seller hereunder, neither party shall be responsible for delay or failure to perform any part of this contract if such delay or failure to perform is caused, directly or indirectly, by an occurrence beyond that party's reasonable control, including, but not limited to, supplier limitations, fire, epidemics, floods, accidents, earthquakes, hurricanes, war (declared or undeclared), terrorist acts, blockades, embargoes, acts, demands or requirements of any TripSpark Confidential government, restraining order of any courts, acts of God or other events of force majeure. 8. PATENT AND INTELLECTUAL PROPERTY INDEMNIFICATION. 8.1 Seller agrees that it will defend, at its own expense, all suits against Buyer for infringement of any intellectual property, including by not limited to, patents, copyrights and trademarks, covering, or alleged to cover, the Goods described herein in the form sold by Seller and Seller agrees that it will pay all sums which, by final judgment or decree in any such suits, may be assessed against the Buyer on account of such infringement, provided that Seller shall be given: (i) immediate 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 the Buyer to continue the use, as contemplated, of the Goods so purchased. If in any such suit so defended the Goods are 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 the Buyer, or replace the same with a non -infringing product, or modify said Goods so as to be non -infringing, or, if the foregoing options are not reasonably available, take back the infringing Goods and refund some of the purchase price taking into account a reasonable allowance for use, damage, or obsolescence. 8.2 If the infringement by the Buyer is alleged prior to completion of delivery of the Goods under this contract, Seller may decline to make further shipments without being in breach of this contract, and provided Seller has not been enjoined from selling the Goods to Buyer, Seller agrees to supply such Goods to the Buyer at the Buyer's option, whereupon the indemnity obligation herein stated with respect to Seller shall reciprocally apply with respect to the Buyer. 9. SOFTWARE LICENSE FOR EQUIPMENT SPECIFIC SOFTWARE. 9.1 Any Software embedded in the Goods delivered hereunder is intellectual property of Seller or a third party licensor, and shall remain the sole and exclusive property of Seller or its respective licensors. Seller grants the Buyer a perpetual, non-exclusive license to use the Software only in or with the Goods sold hereunder. The Buyer shall not copy, modify, or disassemble the Software, or permit others to do so. Buyer shall not transfer the license granted hereunder or possession of the Software except as part of or with the Goods, such transfer being subject to the restrictions contained herein. This license shall automatically terminate upon any breach or default by Buyer of this contract or in the event that there is filed by or against the Buyer any petition in bankruptcy or reorganization or for the assignment of this license for the benefit of Buyer's creditors. Buyer agrees to use the licensed Software only as provided herein. Buyer agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees permitted access to licensed Software to notify its employees of its obligation under these terms with respect to use, reproduction, protection, and security. 9.2 The Goods sold hereunder may include third party software licensed to Seller, including but not limited to: (i) Microsoft® Corporation; (ii) Here, formerly NAVTEQ North America, LLC; (iii) Telogis, Inc.; (iv) Yellowfin International Pty Ltd.; (v) Nuance Communications, Inc., formerly Loquendo S.p.A. The terms of Seller's software license grant apply to the use of the third party software and the licensors of such software are third party beneficiaries of the rights granted under those terms. Buyer may only transfer any embedded software product with the Goods in accordance with the terms and conditions of this contract. 10. RESOLUTION OF DISPUTES. 10.1 The parties shall attempt to resolve any dispute arising out of or relating to this contract promptly by negotiation in good faith between executives who have the authority to settle the dispute. Any party shall give any 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 section (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. 10.2 If the matter in dispute has not been resolved within thirty (30) calendar days of the initial dispute date, either Party (the "Claimant) may submit the dispute to binding arbitration in the State of Delaware in accordance with the rules and procedures set forth in the Commercial Arbitration Act (Delaware). The arbitration shall be conducted by a single, commercially - experienced arbitrator selected by mutual agreement of both parties, and pre -hearing discovery shall be permitted if and only to the extent determined by the arbitrators to be necessary in order to effectuate resolution of the matter in dispute. If the parties cannot agree on an arbitrator within fourteen (14) calendar days of the first nomination for appointment, the parties shall refer the appointment of an arbitrator to ADR Chambers. The construction, interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Delaware. Equitable remedies shall be available from the arbitrators. Consequential, punitive, exemplary, indirect or similar damages shall not be awarded by the arbitrators, although attorneys' fees and the costs of arbitration may be assessed against either or both parties. Any provisions of the award which are determined to be unenforceable in any jurisdiction, shall as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof. The arbitrators' decision shall be rendered within thirty (30) days of the conclusion of any hearing hereunder and the arbitrators' judgment shall be final and binding on the parties. Any award and judgment may be entered and enforced in any court of competent jurisdiction. 10.3 Resolution of disputes under the procedures of this section shall be the sole and exclusive means of resolving disputes arising out of or relating to this contract. 11. EXPORT CONTROLS. Buyer acknowledges and agrees that any Goods purchased by it from Seller may be subject to export controls imposed by the United States Government under various federal laws, including but not limited to, the Export Administration Act of 1979, as amended (the "Act"), and/or successor legislation, and the regulations promulgated thereunder. Buyer agrees not to export or re-export any Goods without complying with the Act. 12. CANCELLATION. ORDER CANCELLATION OR RESCHEDULE. Any cancellation or delivery reschedule requires prior written authorization by Seller. Goods in continuous production may be subject to a minimum ten percent (10%) cancellation charge. There will be no charge for rescheduling a delivery, but pricing will be subject to the price list in effect at the time of the new delivery date. Goods not in continuous production are subject to cancellation or reschedule charges commensurate with the impact of the action on Seller. Charges for canceling or rescheduling the delivery of Goods not in continuous production will be determined at the time authorization is granted. 13. GOODS RETURNED FOR CREDIT. Any Goods to be returned for credit requires prior written authorization by Seller. Goods authorized for return may be subject to a minimum fifteen percent (15%) return charge. The exact return charge will be determined at the time return authorization is granted. 14. NATURE OF RELATIONSHIP. Seller and Buyer are independent contractors. This contract does not, and shall not be deemed to make either Seller or Buyer the agent or legal representative of the other for any purpose whatsoever, and Buyer shall not have any right or authority to assume or create any obligation, warranty or responsibility whatsoever, express or implied, on behalf of Seller, or to bind Seller in any respect whatsoever. 15. ASSIGNMENT. Neither party may assign any rights or obligations under this contract without the written consent of the other, which shall not be unreasonably withheld, except that Seller may assign this contract without consent to any subsidiary or affiliated company or by way of merger or acquisition. 16. MODIFICATION. This contract may not be changed, modified or amended except in writing signed by duly authorized representatives of the parties. 17. GOVERNING LAW. This contract shall be governed, construed and interpreted under and pursuant to the substantive laws of the State of Delaware, excluding its choice of law rules, and the parties agree that the "UN Convention for the International Sale of Goods" is expressly excluded. Seller shall be subject to federal, state, and local governmental laws only as they apply to Seller's performance under this Work Order and shall: (I) be in effect only to the extent that such clauses are applicable to the subject matter hereof; (ii) have a DBE content requirement of 0%; (iii) not transfer ownership of any intellectual property; (iv) not include bonding requirements; TripSpark Confidential (v) riot include any liquidated damages under the final contract; and (vi) not exceed the limitation of liability and indemnification obligations under this Work Order. Further, should such federal, state, and local government requirements change, including but not limited to causing the scope, schedule, or deliverable to change then the parties agree Seller shall be allowed and equitable adjustment. Finally, Seller makes no representation that Seller or its subcontractor's Services, software, hardware and related documentation contain features and functionality that is Buyer compliant or meets any specific requirements pursuant to any federal, state, and local governmental laws. 18. INTEGRATION. These terms and conditions, including any attachments or other documents incorporated by reference herein, constitute the entire contract and the complete and exclusive statement of agreement with respect to the subject matter hereof, and supersede any provisions on the face and reverse side of Buyer's purchase order or any prior agreement inconsistent with the provisions hereof concerning the matters specified herein and any representations, promises, warranties or statements made by either party that differ in any way from the terms of this contract shall be given no force or effect. Seller and Buyer specifically represent each to the other that there are no additional or supplemental agreements between them related in any way to the Goods or the use of Services thereof, unless copies of the same are presently attached hereto and made a part hereof. Seller's failure to object to terms contained in any communication from Buyer will not be a waiver of the terms hereof. The headings of the sections herein have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. 19. SEVERABILITY OF TERMS; WAIVER. Waiver by Seller of any default of Buyer hereunder shall not be deemed a waiver of any other default of Buyer. The express provision herein for certain rights and remedies of Seller shall not be construed to deprive Seller of any other rights and remedies to which it would otherwise be entitled under applicable law. The invalidity of the whole or in part of any provisions hereof shall not affect the validity of any other provision. 20. CONFIDENTIALITY Buyer agrees that any and all confidential information, in oral or written form, whether obtained from Seller, its agents or assigns, or other sources, or generated by Buyer pursuant to this contract shall not be used for any purpose other than fulfilling the requirements of this contract. Buyer further agrees to keep in absolute confidence all data relative to the business of Seller and their agents or assigns. No news release, including but not limited to photographs and film, public announcement, denial or confirmation of any part of the subject matter of any phase of any program hereunder shall be made by Buyer without prior written approval of Seller. Buyer shall promptly give Seller written notice of any request for disclosure of Proprietary Information designated by Seller as "Confidential" or "Trade Secret" prior to disclosure to allow Seller the opportunity to seek injunctive relief or such other relief as may be appropriate and shall fully cooperate with Seller, at Seller's expense, in seeking confidential treatment for any such disclosure. Buyer acknowledges that compliance with this Confidential Information section is necessary to protect the business and proprietary information of Seller, and that a breach of the same will cause irreparable and continuing damage for which money damages may not be adequate. Consequently, if Buyer breaches or threatens to breach this Confidential Information Section, Seller may seek: (1) temporary, preliminary, or permanent injunctive relief, or other equitable relief, in order to prevent such damage; and (2) money damages, insofar as they can be determined. TripSpark Confidential TripSpark.. The Jule Technical Services Statement of Work Statement of Work: Ranger Technical Services Overview The following information defines the services to be provided by TripSpark for The Jule (Customer). Unless otherwise indicated, TripSpark will provide 'standard' services (project management, operational review, testing, installation, training, etc.) as defined by TripSpark. Any special requirements will be considered a change request and processed through the change request system. In addition, it is assumed this work order will take advantage of existing TripSpark infrastructure, data sources and systems unless otherwise stated. The specific implementation services below will be provided by TripSpark. All implementation services, materials and training will be provided in English, unless otherwise stated. Any services not explicitly defined below are not included in this work order's SOW and will incur additional charges TripSpark Implementation Services This implementation involves the following high level tasks: 1. Project management, software configuration and system testing of Ranger 4 Software 2. Up to Twenty Four (24) hours of remote technical support labour to: a. Assist Customer in the installation of the equipment in the vehicle b. Assist Customer with commissioning Ranger 4s on the Customers network c. Assist with integration to the Customer's new Farebox Solution d. Assist with end to end connectivity testing for the Ranger 4s and any peripherals 02-24-2020 Commercial Confidential — Not to be Disclosed Page I 1 TripSpar! The Jule Technical Services Statement of Work Assumptions The key assumptions that TripSpark has employed while determining the level of effort involved with this implementation are presented below. Customer is responsible for installation of the equipment in the vehicles Customer must have a test environment or test method at their facility that can be used for testing new versions of the Software. It is the Customers responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment Customer must supply public data network activations and monthly airtime subscriptions for each vehicle Off -the -shelf integration with Genfare fareboxes, with no customizations Customer responsible for any third party interface fees to other onboard equipment (fareboxes, onboard signage, etc.) Payment Milestones The customer agrees to the following billing milestones 1. 100% of Licenses and Services upon execution of this agreement 2. 100% of Equipment and Shipping Fees upon delivery to Customer site 02-24-2020 Commercial Confidential — Not to be Disclosed Page 1 2 The Jule - Streets Ranger Replacement TripSpark.:: kern Quantity UnI Total' Ranger 4 (Internal Verizon Modem, GPS, WiFi) R44-V110T-00 R44-V110T-01 4-CAS-TBXPIGT183-01 4-CAS-TBXMICP091-00 2-FUS-MINI005A-00 2-FUS-MIN1002A-00 2-FUH-MINIWV00-00 75T1581-005 4-CAS-1708TBOX61-01 (Sunrise Sign I/F Cable) 5-ASY-MICROPHONE-00 4-CAS-RNG4ETHDGL-10 2-FUS-MINI005A-00 2-FUH-MINIWV00-00 6-APC-IRISBRKT-00 (sensor mounting bracket) 25T0251-006 (ethernet cable 10m) 25T0251-008 (ethernet cable 20m) 2-FUS-MINI005A-00 2-FUH-MINIWV00-00 6-MAG-VIVOPWRX-00 6-MAG-VIVOCBLX-01 GFI Interface Cable: 4-CAS-1708PIGT61-00 One Time Hardware Discount 12 each $2,750 $33,000 5 each $2,750 $13,750 4 each $122 $488 4 each $92 $368 4 each $2 $8 4 each $1 $4 8 each $4 $32 4 each $146 $584 4 each $127 $508 4 each $149 $596 4 each $32 $128 4 each $2 $8 4 each $4 $16 8 each $135 $1,080 4 each $133 $532 4 each $204 $816 8 each $2 $16 8 each $4 $32 4 each $26 $105 4 each $58 $233 16 each $65 $1,040 1 each -$24,000 -$24,000 14213101016411211120133114111111111EMMEREEMEREMEESEMBEEMESICEENTEMACS GFI Farebox Interface License 16 each $105 $1,680 Project Management and Remote Support 1 lot $5,425 $5,425 fingtifOlittganniSSESERSTRAMINSIZIMMEMBERZEIMMEMEINEMEMita Shipping 1 lot $112 $112 112atf4fMIMK•ff,iggMtErgSnfgntteflrantttfiZZMRESgtriairzEEZIZSEPanitZMIWtta System Support & Software Maintenance 1 year $ 336 Maintenance commences with operational use of the software, is paid yearly, and is based on current license value of software In use Customer must continue to pay existing maintenance - above fees are additional per year Additional spare in -vehicle equipment should be purchased to support swap -out maintenance. TripSpark recommends a minimum spare ratio of 5%, one spare unit per training kit is required to conduct driver training Prices are budgetary only, in US dollars and valid for 90 days. All applicable sales/use taxes are additional and payment of such is the sole responsibility of the purchaser. Warranty - valid for 90 days from delivery Hardware Warranty commences with the delivery of the equipment to the customer location g4044014004MAIME2L",„. Ranger per unit, per year TBOX - per unit, per year 1111112.101.2ZEMEMY*0:02121111YOAttigtaM,10#4,1111222:1•114CRIZOACE $131 $145 $158 $184 $210 $124 $134 $149 $166 $184 Assumptions TripSpark will provide: TripSpark Technologies - Confidential 2020-02-24 Page 1 of 2 1 All of the onboard equipment included above Client will be responsible for providing the following: 1 Space, power, network (LAN/WAN) connectivity, for required servers and workstations. 2 Access to the servers via the internet (i.e. VPN, PCAnywhere) to support remote trouble-shooting/support. 3 Provision/configuration of router/firewall to allow two-way IP based communications with the mobile devices. 4 Public data (and voice, if applicable) network activations and monthly airtime subscriptions for each vehicle. 5 Wi-Fi access points at the garages (if desired). 6 Swap -out maintenance of in -vehicle equipment during and after the warranty period. 7 Data entry/verification including but not limited to stops, routes, schedules. timepoints. 8 Third party interface fees to existing agency equipment (incl. fareboxes, annunciators, onboard signs, etc.) 9 Installation of equipment in client vehicles 10 SQL for databases for all TripSpark Software TripSpark Technologies - Confidential 2020-02-24 Page 2 of 2 Renee Tyler From: Paul Harrison <paul.harrison@tripspark.com> Sent: Monday, February 24, 2020 3:41 PM To: Renee Tyler Cc: Jacob Ironside; Justin Harris -Davis; Jenn Van Geem Subject: RE: Meeting Minutes - The Jule Attachments: The Jule - Ranger Replacement.pdf Hi Renee, Thank you for your patience! My apologies this is a day late. Please see attached Work Order for the replacement rangers, cabling for the 4 new Gillig vehicles, and cabling to connect to the GFI Fareboxes. As per the previous order we have maintained the 40% hardware discount. Please let me know if you have any questions! Kind Regards, Paul Harrison » Sales Support Representative Office 403-777-3760 ext. 350 Mobile 403-389-2775 paul.harrison@tripspark.com TripSpark Technologies TripSparkro. MOVING} «TOGETHER From: Renee Tyler [mailto:Rtyler@cityofdubuque.org] Sent: February 24, 2020 9:18 AM To: Paul Harrison <paul.harrison@tripspark.com> Cc: Jacob Ironside <Jironsid@cityofdubuque.org>; Justin Harris -Davis <Judavis@cityofdubuque.org>; Jenn Van Geem <jenn.vangeem@tripspark.com> Subject: RE: Meeting Minutes - The Jule EXTERNAL: Do not click links or open attachments if you do not recognize the sender. Hi Paul is there an update as to when we will receive the quote for the new rangers? We are ready to proceed with the order. From: Paul Harrison[mailto:paul.harrison@tripspark.com] Sent: Thursday, February 20, 2020 10:32 AM To: Renee Tyler <Rtyler@cityofdubuque.org> Cc: Jacob Ironside <Jironsid@cityofdubuque.org>; Justin Harris -Davis <Judavis@cityofdubuque.org>; Jenn Van Geem 1 <jenn.vangeem@tripspark.com> Subject: RE: Meeting Minutes - The Jule Hello Renee, I should have it ready for you by the end of day or early tomorrow! Let me know if you have any other questions, Paul Harrison » Sales Support Representative Office 403-777-3760 ext. 350 Mobile 403-389-2775 paul.harrison@tripspark.com TripSpark Technologies TripSpark!:: MOVING)? «<TOGETHER From: Renee Tyler [mailto:Rtyler@cityofdubuque.org] Sent: February 20, 2020 5:46 AM To: Paul Harrison <paul.harrison@tripspark.com> Cc: Jacob Ironside <Jironsid@cityofdubuque.org>; Justin Harris -Davis <Judavis@cityofdubuque.org>; Jenn Van Geem <jenn.vangeem@tripspark.com> Subject: Re: Meeting Minutes - The Jule EXTERNAL ;Do not click links or open attachments if you`do no recognize the sender„ Good morning Paul, When can we get expect the quote for ranger purchase? Renee Tyler City of Dubuque Transportation Services Desk 563-589-4341 Cell 563-599-1581 Please excuse typos responding via my iPhone On Feb 9, 2020, at 8:45 AM, Renee Tyler <Rtyler@cityofdubuque.org> wrote: Hi Paul, Good morning. Thank you for the follow up. Renee Tyler City of Dubuque Transportation Services Desk 563-589-4341 CeII 563-599-1581 2 Please excuse typos responding via my iPhone On Feb 7, 2020, at 1:47 PM, Paul Harrison <paul.harrison@tripspark.com> wrote: Hi Renee, Just updating you on the quote, Jenn and I will have it for you by the middle of next week. As of right now the quote is for 17 rangers, and cabling for 4 replacement vehicles. The old quote contained replacement cables for your whole fleet, but if this isn't something you require than we will keep it out. Let me know if you have any other questions, otherwise ill speak with you next week! Kind Regards, Paul Harrison » Sales Support Representative Office 403-777-3760 ext. 350 Mobile 403-389-2775 paul.harrison©atripspark.com TripSpark Technologies <image001.png> From: Renee Tyler [mailto:Rtyler@cityofdubuque.org] Sent: January 31, 2020 1:42 PM To: Paul Harrison <paul.harrison@tripspark.com>; Jacob Ironside <Jironsid@cityofdubuque.org>; Justin Harris -Davis <Judavis@cityofdubuque.org> Cc: Jenn Van Geem <jenn.vangeem@tripspark.com> Subject: RE: Meeting Minutes - The Jule EXTERNAL: Do not click links or open attachments if you do not recognize the sender. Hi Paul, I apologize I meant to respond to this. • Are the Gillig buses you are receiving coming with cabling? Or do you need new cabling for them? (prewire) YES GILLIG IS NOT PROVIDING ANY WIRES FOR THE BUSES • Other than the Rangers and the GenFare integration cables, are you expecting any updated cabling/peripherals for any of your 12 older vehicles? ARE THERE OTHER CABLES THAT REQUIRE REPLACIING? THIS QUESTION WAS NOT RAISED PREVOUSLY DURING DISUCCSIONS ABOUT REPLACING CABLES FOR THE RANGERS. From: Paul Harrison[mailto:paul.harrison@tripspark.com] Sent: Wednesday, January 29, 2020 5:07 PM To: Renee Tyler <Rtyler@cityofdubuque.org>; Jacob Ironside <Jironsid@cityofdubuque.org>; Justin Harris -Davis <Judavis@cityofdubuque.org> Cc: Jenn Van Geem <jenn.vangeem@tripspark.com> Subject: Meeting Minutes - The Jule Hello Dubuque Team, Here are the notes I took during our meeting today, thank you again for your time and thank you Renee! I am looking forward to working with you too! Let me know if I missed anything or if there needs to be any further action points. Notes & Details: . Your agency is replacing 16 rangers and acquiring 1 spare ranger (all for Fixed Route -Streets) . Your agency has Tboxes, Hanover internal next stop signs, and APCs (1 door for 11 vehicles, 2 door for 5 vehicles) Action Points: . Paul to identify internally what cabling needs to be sent for your fleet . Paul to verify ranger functionality (what features on 4.4 can be shut off and how easily? — specifically wheelchair function) . Paul and Jenn to verify Genfare integration details (Genfare and TS have already been in discussion) . Paul to verify what the ranger 4.4 software update will look like/how it will be rolled out (will there be a streets upgrade required) . Paul and Jenn to review previous pricing from RFP to identify any differences . Paul to provide details on dimensional differences from 2s to 4.4s, and ensure mounting equipment is identical Questions: . Are the Gillig buses you are receiving coming with cabling? Or do you need new cabling for them? (prewire) . Other than the Rangers and the GenFare integration cables, are you expecting any updated cabling/peripherals for any of your 12 older vehicles? Thank you all again for your time today! I will update you if we cannot deliver a quote within the next 2 weeks, otherwise keep an eye out for Jenns email. Kind Regards, Paul Harrison » Sales Support Representative Office 403-777-3760 ext. 350 Mobile 403-389-2775 paul.harrison@tripspark.com TripSpark Technologies <image001.png> Click here to report this email as spam. ,,i