Mentor Engineering, Inc._Contract Amendment THE CITY OF 41 % *****
Dubuque
DUBB E All erica City
Masterpiece on the Mississippi
2012
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: ITS Equipment Purchase and Installation for The Jule Revised Contract
DATE: August 1, 2012
Director of Transit Operations Barbara Morck is recommending approval of an amended
contract with Mentor Engineering, Inc. for ITS equipment purchase and installation for
The Jule.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
/7AAh kt1&1
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Barbara Morck, Director of Transit Operations
David Heiar, Economic Development Director
Masterpiece on the Mississippi
Dubuque
All-America City
dO
2007
TO: Michael Van Milligen, City Manager
FROM: Barbara Morck, Director of Transit Operations
CC: David Heiar, Economic Development Director
Kelley Deutmeyer, Executive Director of ECIA
SUBJECT: ITS Equipment Purchase and Installation for The Jule Revised Contract
DATE: July 31, 2012
BACKGROUND
On June 18, 2012 the City Council approved the awarding of the contract to Mentor
Engineering, Inc. for the purchase, installation and deployment of Intelligent
Transportation System (ITS) for The Jule. Shortly thereafter Mentor legal department
requested that several changes be made to the contract. These changes will correct
technical, formatting and grammatical errors, and will provide a contract that more
accurately reflects the remotely- hosted, web -based CAD /AVL system being purchased
by The Jule. The existing contract also did not reflect the multi -year cost for the system
as only first year costs were listed in the contract document (multi -year costs were
provided in as a contract attachment).
DISCUSSION
Contract revisions include the following:
Clarifications to purchaser hardware responsibilities
Adjustment to purchase price reflecting Start -Up for Year One = $700,923
(instead of $696,707)
Payment terms moved from contract into Schedule A
Reordering of attached Schedules A and E
As mentioned in the first paragraph of this memo, additional and minor technical,
formatting and grammatical revisions were also made to the contract document.
Maureen Quann, Assistance City Attorney and staff from Mentor's legal department
have reviewed and approval the requested changes to the contract document.
RECOMMENDATION /ACTION STEP
I recommended that the City Council grant approval for the execution of the amended
contract with Mentor Engineering, Inc. for the purchase, installation and deployment of
the ITS equipment on The Jule's transit fleet.
AGREEMENT
BETWEEN
MENTOR ENGINEERING INC.
AND
THE CITY OF DUBUQUE, IOWA
This Agreement (the "Agreement "), dated for reference purposes the 6th day of
August 2012, is made and entered into by and between Mentor Engineering Inc., an
Alberta corporation having its principal office at 10, 2175 - 29th Street N.E., Calgary, AB
Canada, T1Y 7H8 ( "Mentor "), and the City of Dubuque, Iowa, a municipal government
having its principal office at 50 W 13th Street, Dubuque, Iowa, 52001 ( "Purchaser ").
Whereas, Mentor is a developer, manufacturer, and systems integrator of mobile
computing and automatic vehicle location systems, providing wireless mobile computing
solutions for fleet -based industries and provides technical support services for those
products; and
Whereas, Purchaser operates a fixed route and paratransit public transportation
system and wishes to purchase a Mobile Data Terminal /Automatic Vehicle Location
System including equipment and software; and
Purchaser also wishes to purchase software maintenance and support services
for the System.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
document, and intending to be legally bound, Mentor and Purchaser (the "Parties ")
agree as follows:
SECTION 1. PRODUCTS AND SERVICES
1.1. Mentor agrees to sell and Purchaser agrees to buy a Mobile Data
Terminal /Automatic Vehicle Location System (the "System "), including all hardware,
software, installation, testing, training, evaluation, repair, and commissioning services
(the "Products "), in accordance with Mentor's Streets® Functional Specifications
detailed in the RFP for Intelligent Transportation System Components & Deployment for
The Jule Transit and Mentor proposal response and Mentor's Price Proposal dated July
10, 2012 attached as Schedule A (the "Project ").
1.2. Purchaser shall pay $700,527.00 (US) for the System and the Products. Annual
support services will be paid for in accordance with Section 20.3 and Schedule A.
1.3. The Parties acknowledge and agree that the Project is composed of the following
phases:
Phase 1: Operational Review;
Phase 2: Pilot Implementation;
072312maq
Phase 3: Rollout Implementation.
Mentor will not begin a phase until the previous phase has been accepted as described
in the Implementation Plan, Schedule A.
1.4. Purchaser may also purchase any optional items described in Schedule A at the
stated prices at any time during the term of this Agreement and the terms and
conditions of this Agreement will apply.
SECTION 2. IMPLEMENTATION PLAN. The Parties agree that all details of the
Implementation Plan for this System will be finalized prior to the date of this Agreement
(see Schedule A). The Parties agree to act reasonably and in good faith regarding the
agreed upon Implementation Plan and duly execute their acceptance of it.
SECTION 3. SOFTWARE LICENSE. Subject to the terms and conditions in this
Agreement, Mentor grants to Purchaser and Purchaser accepts a non - exclusive, non-
transferable, revocable license (the "License ") for the duration of Mentor's statutory
intellectual property rights to use the applicable Mentor software, documentation, and
data including embedded third party software installed in Mentor products and identified
in Schedule A (the "Licensed Products ") in the ordinary course of business and at its
place of business. Purchaser may:
1) Install, store, use, and execute the applicable Licensed Products in object
code form as supplied by Mentor, on hardware approved by Mentor solely to
process Purchaser's proprietary data;
2) Make one backup copy of the Licensed Products which may only be used
to reinstall the Licensed Products on hardware approved by Mentor;
3) Use the documentation, but only as required to exercise this License;
4) Use the Licensed Products for the development of reports by Purchaser
and for the integrated operation of software components;
5) Access and use any secure Mentor File Transfer Protocol ( "FTP ") or
website resources made available to Purchaser for Purchaser's internal use only
provided that Purchaser follows any Mentor terms of use policy specified on the
FTP or web site.
SECTION 4. RESTRICTIONS. Purchaser will not:
1) Access or use the Licensed Products in any way not specifically
authorized in this Agreement;
2) Develop or use, or authorize the development or use of, any other
application interfaces to or from the Licensed Products;
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3) Use the XGate® interface protocol for integration to any other third party
product or publish or release the protocol to any party not authorized under this
Agreement;
4) Attempt to reverse compile, disassemble, or otherwise reverse engineer
all or any part of the Licensed Products;
5) Attempt to modify, adapt, translate or add new features to the Licensed
Products without the express written consent of Mentor;
6) Remove or obscure any copyright, trademark notice, or restrictive legend
or use any of Mentor's or its licensors' trademarks or service marks;
7) Transfer the Licensed Products except for temporary central processing
unit transfer in the event of computer malfunction;
8) Use the Licensed Products to generate any Audio File whose contents are
harmful, threatening, tortuous, abusive, defamatory, vulgar, obscene, libelous,
hateful or infringe any third party right or are otherwise unlawful. "Audio Files"
means the vocal signals and synthesized audio files generated by the use of
Loquendo Embedded TTS: text -to- speech synthesis software;
9) Publicly execute, duplicate, distribute, divulge, disseminate, transmit or
broadcast, or otherwise use for commercial or business purposes in any way,
form or code, and by any means any Audio Files generated by the use of the
Licensed Products except for the use of such Audio Files on public transport or
other fleet vehicle operations in accordance with the terms and conditions of this
Agreement.
SECTION 5. INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF
OWNERSHIP.
5.1. The Licensed Products accompanying this Agreement whether on disk, in read
only memory, on any other media or in any other form including any portion embedded
in a Mentor hardware product such as the Mentor Ranger® or T -BoxTM (including any
portion embedded in any Audio File created for such equipment) are licensed, not sold,
to Purchaser by Mentor for use only under the terms of this Agreement. From the date
of receipt, Purchaser agrees to use reasonable efforts to protect the Licensed Products
from unauthorized use, reproduction, distribution or publication.
5.2. Mentor and its licensors retain all rights, title, and ownership to the Licensed
Products and Mentor reserves all rights not expressly granted to the Licensee including
the rights, title and ownership of any related instructions, data bases, and technology
embedded therein or upon which it is based, and the related patent rights, copyrights,
trade secrets, trademarks and all other related intellectual property rights. The Parties
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acknowledge that Purchaser will own the data and databases generated from the
System.
5.3. The terms of this Agreement will govern any software upgrade provided by
Mentor that replaces and /or supplements the original Mentor software product, unless
such upgrade is accompanied by a separate license agreement in which case the terms
of that agreement will govern.
SECTION 6. INSPECTION RIGHTS. Mentor shall have the right to inspect the
software, once each calendar year, in order to verify Purchaser's compliance with the
licenses granted under this Agreement. Purchaser will provide reasonable access to its
facilities and Mentor will exercise its right to inspect reasonably and during regular
business hours.
SECTION 7. EQUITABLE RELIEF. Purchaser agrees that any breach of this
Agreement by Purchaser may cause irreparable damage and that, in the event of such
breach, in addition to any and all remedies at law, Mentor shall have the right to seek an
injunction, specific performance, or other equitable relief in any court of competent
jurisdiction to prevent violation of these terms and without the requirement of posting a
bond or undertaking or proving injury as a condition for relief.
SECTION 8. THIRD PARTY SOFTWARE.
8.1. The Products described in this Agreement include software licensed by Mentor
from the following third parties (the "Third Party Software "):
1) Microsoft® Corporation. (Software applicable to the use of the Windows
CE base operating system on the Mentor Ranger®);
2) NAVTEQ North America, LLC, territory- specific geographic /map data
consisting of NAVTEQ NAVSTREETS Premium Data for the North America
Territory;
3) Tele Atlas North America, Inc. ( "TANA ") (TeleAtlas® MultiNet® North
America, spatial map database software);
4) Environmental Systems Research Institute, Inc. ( "ESRI "). (MapObjects or
ArcObjects software for workstations);
5) Telogis, Inc. (GeobaseTM mapping technology software);
6) Yellowfin International Pty Ltd. ( "Yellowfin "); and
7) Loquendo S.p.A. (Text to Speech Software).
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8.2. The License terms of this Agreement will apply to the use of the Third Party
Software.
8.3. Mentor provides all software and documentation with Restricted Rights. Use,
reproduction, or disclosure by the U.S. Government is subject to restrictions as set forth
in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause
at DFARS 252.227 -7013 and subparagraphs (a) through (d) of the Commercial
Computer Software - Restricted Rights clause at FAR 52.227 -19, or its successor
provision(s), as applicable. In case of conflict between any of the FAR and DFARS
provisions listed above and the license granted in this Agreement, the construction that
provides greater limitations on the U.S. Government's rights shall control.
8.4. Purchaser acknowledges that RouteMatch Software, Inc. will be a subcontractor
of Mentor for this Project, supplying software and services. Purchaser agrees to
execute a separate end user license and services agreement with RouteMatch in
respect of the software and services.
SECTION 9. DELIVERY LOCATION.
9.1. The Products will be delivered to and provided at the following address:
Full Legal Name of Purchaser: City of Dubuque d.b.a. The Jule
Customer's Federal Tax Identification Number *: 54- 0964627
Address: c/o 2401 Central Avenue
Name and Title of Contact: Barbara Morck, Director of Transit Operations
Phone: 563.589.4341
Fax: 563.589.4340
Email: bmorckacitvofdubuque.orq, bmorck @ecia.org
Tax Exempt Status: ❑ No X Yes (and a copy of the exemption certificate is attached,
if applicable)
*ANY DISCREPANCY BETWEEN THE CUSTOMER'S NAME AND THE TAX
IDENTIFICATION NUMBER WILL RESULT IN CUSTOMS DELAYS. (only applies to
projects outside of Canada) Mentor will ship via FedEx 2- day /Economy. Purchaser
will be responsible for any surcharges incurred if Purchaser wishes to use an alternative
shipping service.
9.2. Purchaser will report any discrepancies in shipment quantities /descriptions in
writing to Mentor within 5 working days after receipt of the Products. If no discrepancy is
submitted within such time period, the shipment is deemed to be complete and
accepted by Purchaser.
SECTION 10. RETURN MATERIALS AUTHORIZATION.
10.1. Mentor's Return Materials Authorization ( "RMA ") Form shall apply and is
attached to this Agreement as Schedule B.
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10.2. Mentor reserves the right to refuse any shipment that has not followed the RMA
instructions. Failure to adhere to RMA instructions will result in brokerage and handling
fees being billed back to Purchaser.
SECTION 11. SAFETY AND INSTALLATION.
11.1. Purchaser 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.
11.2. The Mentor Ranger® mobile data computer will be utilized for this Project and it
is equipped with the following standard safety features:
1) Safety reminder when resuming from suspend;
2) Safety reminder when logging on;
3) Safety reminder for the first time use of the map per logon session;
4) Limited feature access while the vehicle is in motion.
11.3. In the event that Purchaser is responsible for installation services for the Project,
Mentor will provide Mentor's Installation Guide and Purchaser will provide each person
responsible for installation services with Mentor's Installation Guide.
11.4. Purchaser acknowledges and understands that the use of aftermarket equipment
in motor vehicles can compromise a vehicle's safety - related design characteristics,
including but not limited to:
1) Airbags, including but not limited to potential obstruction of airbag
deployment;
2) Passenger compartment, including but not limited to potential for
ergonomic problems, physical obstacles, etc.; and
3) Trunk/gas tank protection, including but not limited to the potential for
trunk - mounted equipment to exacerbate tank vulnerability in a rear collision.
11.5. If Purchaser is responsible for installation of Mentor Products, Purchaser must
ensure that the installations are performed safely and that all equipment provided under
this Agreement remains in accordance with all applicable codes, rules, regulations and
guidelines provided by motor vehicle and equipment manufacturers, as well as any
provincial, local or jurisdictional bodies. Mentor will not have any responsibility for
determining whether any of those requirements are met by Purchaser.
SECTION 12. WARRANTIES.
12.1. Purchaser and Mentor warrant and represent that:
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1) Each has the right to enter into this Agreement and its performance of this
Agreement will comply, at each party's own expense, with the terms of any
contract, obligation, including any between either party and its end - users; or any
law, regulation or ordinance to which it is or becomes subject;
2) No claim, lien, or action exists or is threatened against either party that
would interfere with either party's rights under this Agreement;
12.2. Mentor warrants that:
1) Mentor's Hardware Warranty will apply to defects in design, material and
workmanship for all Mentor hardware products delivered under this Agreement
and is attached as Schedule C to this Agreement;
2) Mentor's software products will operate in all material respects as
specified in the documentation for a period of one (1) year from the date upon
which the software is accepted;
3) Services will be performed using reasonable care and skill;
4) The Products do not infringe any privacy, publicity, reputation or
intellectual property right of a third party;
5) Mentor has full rights and authority to grant a software license to
Purchaser and that the use by Purchaser of the Licensed Products in accordance
with this Agreement will not infringe the rights of any third party;
6) Mentor will retain and keep for the duration of this Agreement the full
rights and authority to grant the license to Purchaser;
7) Mentor has disclosed to Purchaser in writing the existence of any Third
party software that is included in or is provided in connection with the Products
and that Mentor and the Products are in compliance with all licensing
agreements applicable to such third party software;
8) All equipment provided is safe as it is intended to be used;
9) The Products are new and do not contain used or reconditioned parts;
10) The Products do not contain any harmful code;
11) Mentor is knowledgeable with, and is and will remain in full compliance
with all applicable export and import laws, regulations, orders, and policies.
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SECTION 13. EXPORT CONTROL WARRANTY. Purchaser warrants that it will not,
without the prior written consent of all of the appropriate governmental regulatory
bodies, transmit directly or indirectly any:
1) Confidential information of a technical nature and as further defined in the
Confidentiality /Non - Disclosure section of this Agreement; or
2) Immediate product (including processes and services) produced directly
by the use of such technical confidential information, to any location to which the
transmission is prohibited by the government of Canada or the government of the
United States of America.
SECTION 14. LIMITATION OF WARRANTIES.
14.1. The Licensed Products of Mentor's licensors, the Third Party Software suppliers
identified in this Agreement, are specifically excluded from the warranty provided in
Paragraph 12.2(2) above. Except for the limited warranty stated above in Paragraph
12.2 and to the maximum extent permitted by applicable law, Mentor and Mentor's
licensors disclaim all other warranties regarding the licensed products express or
implied and those arising by statute or otherwise in law, or from a course of dealing or
usage of trade, including all implied warranties of merchantability and fitness for a
particular purpose.
14.2. Mentor will use reasonable efforts to correct, at its own expense, any defects in
the Products that are brought to Mentor's attention by Purchaser. Mentor shall not be
obligated to correct, cure or otherwise remedy any such nonconformity in the Products if
Purchaser has not reported to Mentor the existence and nature of such nonconformity
within the Warranty Period, and such nonconformity cannot be verified. This is the sole
remedy for any breach of the software warranty.
14.3. The software warranty provided in Paragraph 12.2(2) does not apply to any
software that has been repaired or modified by persons other than Mentor or its
authorized agents. The warranty in Paragraph 12.2(2) is conditioned upon the proper
use of the software in accordance with the terms and conditions of this Agreement and
with Mentor's user manual and any other written instructions provided by Mentor to
Purchaser, and in an operating environment in compliance with the specifications and
requirements as set forth in this Agreement.
14.4. Mentor makes no warranty that the software will meet Purchaser's requirements
or operate in combinations with other software or hardware selected by Purchaser, that
the operation of the software will be uninterrupted or error free, or that all software
defects will be corrected. Mentor does warrant that the software will be sufficiently free
of errors and defects to allow the System to operate in all material respects as specified
in this Agreement with reasonably uninterrupted service.
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14.5. The Products including the Licensed Products are not fault - tolerant and not
designed, manufactured, or intended for use or resale for insurance underwriting or with
critical health and safety or online control equipment in hazardous environments that
require fail -safe performance, such as in the operation of nuclear facilities, aircraft
navigation or communication systems, air traffic control, emergency response, terrorism
prevention or response, life support, or weapons systems or other devices or systems in
which a malfunction of the Software would result in foreseeable risk of injury or death to
the operator of the device or system, or to others. Mentor specifically disclaims any
express or implied warranty of fitness for such high risk activities.
14.6. Mentor makes no warranty in respect of radio (cellular) coverage or the privacy,
security, authenticity or non - corruption of any information transmitted through the
Internet or any information stored in any system connected to the Internet and
specifically excludes such warranties.
SECTION 15. SOFTWARE MAINTENANCE AND SYSTEM SUPPORT.
15.1. Definitions.
1) "Software Maintenance" means the routine tasks required to properly
maintain the Software in working condition including identifying defects and
providing patches for any such defect. Software Maintenance does not include
new feature additions or functionality requiring travel to Purchaser's place of
business for customization.
2) "System Support" means the provision of technical assistance by Mentor
personnel, its agents or subcontractors, to facilitate the preservation and
restoration of the System's components supplied by Mentor.
15.2. Mentor will provide Software Maintenance and System Support at no additional
fee (excluding "after hours" support calls for issues that are not System Critical) for one
(1) year from System Acceptance. For the purposes of this section, "System
Acceptance" is defined as "the earlier of Purchaser's written notification of acceptance
or upon the expiration of twenty (20) consecutive days of operational and functional use
of the Streets System without significant failure.
SECTION 16. SOFTWARE MAINTENANCE.
16.1. During the term of this Agreement Mentor will provide the following Software
Maintenance services:
1) Mentor will place Purchaser on Mentor's regular mailing list to receive all
announcements including enhancements to the Software furnished under this
Agreement. This will include all application software, system software, and
software which Mentor develops for this project;
2) Updated map data will be made available to Purchaser twice each year;
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3) Any Software Update that becomes available and is applicable to the
Software will be provided to the Purchaser with instructions for installation. An
"Update" is a minor enhancement and /or fix to the Software usually to correct a
defect that has been identified. The cost of installing Updates is not included in
this Agreement, however Mentor will provide up to four (4) hours of remote
support to facilitate the installation; and
4) Any Software Upgrade that becomes available and is applicable to the
Software will be provided to the Purchaser with instructions for installation.
"Upgrades" are any new feature or major enhancement of the Software that
provides additional functionality. An Upgrade may also correct defects. The cost
of installing Upgrades is not included in this Agreement, however Mentor will
provide up to eight (8) hours of remote support to facilitate the installation.
16.2. Purchaser may purchase additional services to facilitate the implementation of
Updates and Upgrades including:
1) Additional training;
2) Technical implementation services at Purchaser's place of business ( "on
site ");
3) Hourly remote support exceeding the eight (8) hours described above; and
4) Customizations associated with an Update or Upgrade that are not
available as part of the standard Software features.
16.3. Purchaser is responsible for making any improvements to its infrastructure that
may be necessary to facilitate the implementation of any Update or Upgrade. This may
include improvements to the hardware operating system and data base system, as well
as the acquisition of third party software licenses.
16.4. The Parties acknowledge and agree that it may become impossible for Mentor to
provide System Support services if Purchaser fails to implement an Update or Upgrade.
SECTION 17. SYSTEM SUPPORT PLAN.
17.1. Mentor will provide to Purchaser the following System Support services in
accordance with the 24x7 Access Support Plan:
1) Remote support to the representative designated by Purchaser as the Key
Technical Contact in accordance with the selected Support Plan. "Remote
support" includes telephone, email, and cellular phone support;
2) Investigation, confirmation, and correction of any defect in software upon
receipt of written notice of a suspected defect from Purchaser; and
3) System troubleshooting by liaising with Purchaser's other suppliers.
"Troubleshooting" means the actions taken to identify, accurately describe, and
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determine the root cause of any problem arising in conjunction with any Mentor
product.
17.2. Under the 24x7 Access Plan Mentor will provide the System Support as follows:
1) System and General Issues. During Mentor's regular business hours
(8:OOAM until 5:OOPM MST /MDT) Monday to Friday, excluding Canadian
statutory holidays;
2) For System Critical Issues. Engineering and technical support will be
provided twenty four hours per day, seven days per week for System Critical
issues only. A "System Critical" issue is one in which the performance or non-
performance of Mentor Products causes the system to be unusable. Mentor will
respond by contacting Purchaser within thirty (30) minutes of Purchaser's call;
3) Escalation Procedure. In the event that Mentor support staff fails to
provide a response or resolution in strict accordance with the timelines required
under this section, the problem will be escalated to the Mentor Systems Manager
for response and resolution. In the event that the Systems Manager does not
then provide a response or resolution to the problem to the reasonable
satisfaction of Purchaser, Purchaser will then be entitled to have the problem
escalated to Mentor's Vice President of Operations for response and resolution.
Any failure of Mentor to act in accordance with this section may be treated as a
breach of this Agreement by Purchaser.
17.3. The Canadian statutory holidays are as follows: New Years Day (January 1),
Family Day (third Monday of February), Good Friday (Friday before Easter /variable),
Victoria Day (Monday before May 25), Canada Day (July 1, except when it falls on a
Sunday, then Monday July 2), Alberta Heritage Day (first Monday in August), Labor Day
(first Monday of September), Canadian Thanksgiving (second Monday of October),
Remembrance Day (November 11), Christmas Day (December 25).
17.4. Mentor's 24 x 7 Support Procedures are attached as Schedule D to this
Agreement and describe the process Purchaser will use to contact Mentor under this
System Support Plan.
17.5. Mentor will endeavor to resolve any System problems remotely. If it is necessary
for Mentor to travel to Purchaser's location to resolve the problem then additional costs
will be quoted.
17.6. The Parties agree that this Support Plan does not include any training services.
Mentor may require Purchaser to complete additional training courses at Purchaser's
expense if support calls from Purchaser to Mentor are excessive and are related to a
failure of Purchaser to understand how to use the Mentor Products described in this
Agreement.
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SECTION 18. PURCHASER'S RESPONSIBILITIES.
18.1. Purchaser has identified the person named below as the Key Technical Contact
responsible for communications between Mentor and Purchaser for the duration of this
Agreement. All technical support questions and communications will be directed
through the Key Technical Contact.
Name of Key Technical Contact: Barbara Morck
Title: Director of Transit Operations
Phone: 563 -589 -4341
Fax: 563 -589 -4340
Email: bmorckacityofdubuque.orq / bmorck @ecia.org
18.2. The Key Technical Contact must have:
1) Authority to make decisions on behalf of Purchaser and manage internal
personnel and resource requirements to maintain the System and facilitate the
accurate reporting of any issues;
2) Basic knowledge of computer hardware;
3) Basic to intermediate computer skills;
4) Access to and competence with e-mail; and
5) Ability to work through technical issues, specifications and specific
technical documentation.
18.3. Purchaser has chosen Mentor's hosted solution option. In order to facilitate long
term maintenance Purchaser should maintain multiple, dedicated (always on) high
speed internet connections with remote access to the server(s).
18.4. Purchaser will be responsible for the items listed in Section 5 of Schedule A
including: a. swap -out maintenance of in- vehicle equipment during and after the
warranty period; b. space, power, a network connection, and any necessary IT
installation and configuration for all required computer hardware; c. providing Mentor
with access to the servers via the internet (i.e. VPN, PCAnywhere) for remote trouble-
shooting /support; d. a high -speed Internet connection for data communications and
contract directly with the cellular provider for airtime requirements; e. Wi -Fi access
points at the garages and any other facilities where Wi -Fi coverage is desired; and f.
any third party interface fees to existing agency equipment such as Head Signs.
18.5. If Purchaser does not comply with the terms of this Agreement, Mentor reserves
the right to:
1) Suspend the System Support services; or
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2) Charge Purchaser at Mentor's prevailing rates if Mentor provides
additional support beyond that described in this Agreement.
SECTION 19. PRICE.
19.1. Purchaser shall pay the fees shown in Schedule A for the Products provided
under this Agreement.
19.2. Purchaser shall pay Mentor's prevailing rate plus applicable taxes for the
following services:
Services
Price(currency)
Invoiced
Non - Warranty Hardware Repair
$85 /hour*
Per repair
Systems Engineering Services
$135 /hour*
As incurred
Non - System Critical Support Calls made
After Hours
$145 /hour*
Monthly /call
*Prevailing hourly rates shown are current as of the date of this Agreement. Notice to
Purchaser of any /all rate changes must be made at least fifteen (15) days prior to the
start of such rate change and is subject to written approval by Purchaser.
19.3. The foregoing price list does not include any sales /use taxes. Mentor will add
applicable taxes to the price when required by law to do so unless Purchaser provides
Mentor with a valid exemption certificate upon execution of this Agreement
19.4. Unless otherwise agreed to in writing by Purchaser and Mentor, the Products will
be delivered to Purchaser at the applicable address by Mentor and at Purchaser's
expense. All risk of loss to the Products will remain, however, with Mentor until the
Products are delivered and received by Purchaser.
19.5. Mentor reserves the right to increase pricing for plan and warranty services by
providing ninety (90) days written notice to Purchaser.
SECTION 20. PAYMENT TERMS.
20.1. Mentor will invoice and Purchaser will pay for each phase of the Project in
accordance with the milestone schedule provided in Schedule A.
20.2. Purchaser will pay Mentor's prevailing support rate (per hour per person) for after
hours engineering /technical support provided for any system support issue that is not
considered System Critical. Mentor will bill in '/2 hour increments after the first hour and
invoice for accrued costs incurred providing non - system critical support calls made after
hours at the end of any month that billable service is provided.
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20.3. The first invoice for Software Maintenance and System Support will be issued to
Purchaser on the second anniversary of System Acceptance and annually on that date
thereafter.
20.4. Mentor will invoice Purchaser for the repair of non - warranty items and any
diagnostic fee as repair services are provided.
20.5. Purchaser shall remit payment within thirty (30) days of the date of any invoice.
20.6. If Purchaser does not remit payment as described above Mentor may invoke the
provisions of the either the suspension or termination clause of this agreement for
breach of contract and /or charge interest at a rate of one and one half per cent (1.5 %)
per month until Purchaser has remitted all outstanding amounts due to Mentor.
20.7. Upon execution of this Agreement, Mentor will provide and Purchaser will
complete Mentor's application for credit.
SECTION 21. TERM OF THE CONTRACT.
21.1. The term of this Agreement is from the 6th day of August 2012 until midnight on
the 5th day of August 2014 (the "Initial Term ").
21.2. Upon the expiration of the initial term, this Agreement will automatically renew
each year for one year unless either party gives written notice of non - renewal to the
other party not less than ninety days prior to the expiration of the initial term or any
subsequent term.
SECTION 22. TIME AND DELAYS.
22.1. Time is of the essence in this Agreement. Any delay in the implementation of the
Products by Mentor due to acts or omissions by Purchaser, its employees,
subcontractors, agents and /or client(s) (other than Mentor), shall not constitute a delay
in Mentor's performance and shall not delay or prevent payment of any amount due to
Mentor under this Agreement.
22.2. Neither party will be in default or liable for any delay or failure to comply with this
Agreement due to any act beyond the control of the affected party provided such party
immediately notifies the other of the reason for such delay or failure to comply.
SECTION 23. TITLE. Mentor retains title to the Products until Mentor has received
full payment for all Products, including interest accrued, if any.
SECTION 24. COMPLIANCE WITH LAWS AND PAYMENT OF TAXES. Purchaser
agrees to:
14
1) Comply with all laws, regulations and orders relating to this Agreement
and the Products;
2) Pay all taxes, license fees, assessments and sales, service, use,
consumption, and all other governmental taxes, charges, fees, fines or penalties
imposed by any government, upon the Products; and
3) File all necessary declarations and returns required by any governmental
authority having jurisdiction.
SECTION 25. CONFIDENTIALITY /NON- DISCLOSURE.
25.1. Purchaser and Mentor agree, subject to the requirements of law, (a) to protect
any Confidential Information of the other with at least the same degree of care used to
protect its own most confidential information; (b) not to use (except for the purpose
described in this agreement), publish or disclose to third parties such Confidential
Information; and (c) upon the request of the other party, to promptly deliver to the other
party all written copies of its Confidential Information. "Confidential Information" shall
include trade secrets, financial information, including pricing, technical information,
including research, development, procedures, algorithms, data, designs, computer
programming techniques and know -how, business information, including operations,
planning, marketing interests, sales, cost, and products, samples including models,
prototypes and /or parts thereof, the terms of any agreement entered into between the
Parties and the discussions, negotiations and proposals related thereto, and information
acquired during any facilities tours.
25.2. The foregoing Confidential Information provisions shall not preclude either
party's use of any information which (a) was in the possession of such party without
restriction as to use having been acquired from a third party or independently developed
by such party prior to receipt of the same or similar data from the other party; (b) is or
becomes available from a public source on or after such receipt from the other party, or;
(c) is obtained by such party from a third party not under an obligation of confidentiality
or other restriction with respect to use subsequent to receipt from the other party.
25.3. The Parties agree to require affiliates, subcontractors and their subcontractors, if
any, to comply with the confidentiality provisions as set forth in this Agreement.
25.4. Purchaser and Mentor will not use each other's name or logo in marketing,
endorsements, or other business purposes without written consent from the other.
SECTION 26. LIMITATION OF LIABILITY.
26.1. Purchaser acknowledges and agrees that Mentor shall not be liable to Purchaser
or any third party for any claim or action including costs arising out of the use or misuse
of any motor vehicle operated by Purchaser in conjunction with or separate from the use
of the Products, including any personal injury claim or action and Purchaser shall
15
defend, indemnify, and hold harmless from any such claim or action including all legal
costs incurred.
26.2. Purchaser 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
Products.
26.3. Purchaser shall include paragraphs 70 and 71 of this Agreement in any third
party ( "End User /Purchaser ") agreement it may have in which the Products are provided
to a third party or end user /purchaser.
26.4. Purchaser agrees that to the fullest extent permitted by law, Mentor shall not be
liable to Purchaser or to any third party for any special, indirect or consequential
damages of any kind arising directly or indirectly from the use of or inability to use the
Products described in this Agreement including any claim for lost revenue, profit, data,
privacy, security, interruption or loss of service or use of the products, or any loss of
business even if Mentor has been advised of the possibility of such damages.
26.5. Mentor shall not be responsible for any claims, damages, costs or losses
whatsoever arising out of or in any way related to Licensee's connection to or use of the
Internet.
26.6. Mentor will not be liable to Purchaser or any third party for any claims, expenses,
damages, costs or losses whatsoever arising out of or in any way related to Purchaser's
use of :
1) Map or geographical data, owned by Purchaser or any third party, in
conjunction with the Software or otherwise; or
2) Mentor Software to store, transmit, display, disclose or otherwise use data
or information which is considered private, confidential, proprietary or otherwise
exempt from public disclosure under applicable law.
SECTION 27. GENERAL INDEMNIFICATION.
27.1. Mentor shall indemnify and hold Purchaser harmless from any claim or action
including reasonable expenses and lawyer's fees incurred by Purchaser in the defense
or settlement for any injury or damage to persons or property arising out of the negligent
acts or omissions of Mentor. Mentor shall settle at its own expense or undertake at its
own expense the defense of any such action including appeals, against Purchaser.
27.2. Mentor shall have sole charge and direction of the defense of such action.
Purchaser shall not make any admission, which might be materially prejudicial to
Mentor unless Mentor has failed to take over the conduct of any negotiations or defense
within a reasonable time after receipt of the notice and authority above provided.
16
27.3. Purchaser shall at the request of Mentor furnish to Mentor all reasonable
assistance that may be necessary for the purpose of defending such action or
proceeding, and shall be repaid all reasonable costs incurred in doing so. Purchaser
shall have the right to be represented in any proceeding by advisory counsel of its own
selection at its own expense.
27.4. The obligations of Mentor described above shall not extend to circumstances
where the injury, or death, or damages is caused solely by the negligent acts, errors or
omissions of Purchaser, its officers, employees, agents or consultants.
27.5. The obligations of Mentor shall not extend to circumstances where the injury, or
death, or damages is caused solely by the negligence of any third party operator, not
including an assignee or subcontractor of Mentor, subject to the right of contribution in
the case of joint or concurrent negligence of the parties. In the case of such joint or
concurrent negligence of the parties giving rise to a claim or loss against either one or
both, each shall have full rights of contribution from the other.
27.6. Purchaser shall indemnify and hold Mentor harmless from any claim or action
relating to Purchaser's failure to comply fully with this Agreement or Mentor's Installation
Guide or for any claim related to the provision by Purchaser of any equipment which is
not safe as it is intended to be used. Purchaser shall settle at its own expense or
undertake at its own expense the defense of any such action including appeals, against
Mentor.
27.7. Each party shall promptly notify the other in writing of the notice or assertion of
any claim, demand, lien, encumbrance, judgment, award, suit, action or other
proceeding arising from the performance of this Agreement.
SECTION 28. THIRD PARTY INTELLECTUAL PROPERTY INDEMNIFICATION.
28.1. Mentor will defend, or at Purchaser's option cooperate in the defense of, hold
harmless and indemnify, including legal fees, Purchaser and Purchaser's personnel
from third party claims that Mentor software infringes upon the intellectual property
rights of a third party. THE LICENSED PRODUCTS OF MENTOR'S LICENSORS, the
Third Party Software suppliers identified in this Agreement, are specifically excluded
from this INDEMNIFICATION.
28.2. If such a third -party claim is or is likely to be made, Mentor will, at its own
expense, exercise the first of the following remedies that is practicable:
1) Obtain for Purchaser the right to continue to use and sell the Products
consistent with this Agreement;
2) Modify the Products so they are non - infringing and in compliance with this
Agreement;
17
3) Replace the Products, or other affected the Products, with non - infringing
ones that comply with this Agreement;
4) If Mentor is unable to provide a result under subsections 28.2 (1), (2) or
(3), then at Purchaser's request, Mentor must accept the cancellation of
infringing products without Purchaser having any cancellation liability and the
return of the infringing products at Mentor's expense, and Mentor will refund any
amount paid.
28.3. Purchaser will give Mentor prompt written notice of third party claims against
Purchaser, and cooperate in the investigation, settlement and defense of such claims.
SECTION 29. INSURANCE.
29.1. Mentor will maintain during the term of this Agreement insurance as set forth in
the attached Insurance Schedule for Professional Services.
29.2. For Emergency Medical Service fleet projects, the Professional Liability
Insurance will only apply where Purchaser maintains a backup communication system.
29.3. Purchaser maintains both motor vehicle insurance for third party liability and a
commercial general liability insurance policy or equivalent coverage in the Iowa
Communities Assurance Pool providing coverage of not less than two million dollars
($2,000,000.00) in Canadian or equivalent funds and will provide proof of such
insurance to Mentor upon request.
SECTION 30. ASSIGNMENT.
30.1. This Agreement shall be binding on the Parties, their successors, and assigns.
30.2. Neither party shall assign or transfer its rights or obligations under this
Agreement without prior written permission of the other party, and no such assignment
will be effective until approved in writing by the other party. Furthermore, Purchaser
may only transfer the Products with a Mentor hardware product or device such as the
Mentor Ranger or T -Box and in accordance with the terms and conditions of this
Agreement.
SECTION 31. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE.
31.1. The complete agreement between the parties consists of the following
documents:
1) This Agreement;
2) Mentor's Price Proposal dated July 10, 2012 (Schedule A);
18
3) Mentor's Return Materials Authorization (Schedule B);
4) Mentor's Hardware Warranty (Schedule C);
5) Mentor's 24x7 Procedures (Schedule D);
6) Mentor's Proposal in response to the RFP;
7) RFP for Intelligent Transportation System Components & Deployment for
The Jule Transit; and
8) Implementation Plan upon finalization (Sample Implementation Plan
(Schedule E) will be replaced with Final Implementation Plan).
31.2. In the event of any conflict of terms between these documents, this Agreement
shall prevail followed in descending order of precedence by the remaining documents
listed.
SECTION 32. AMENDMENTS. This Agreement may only be amended by written
instrument signed by Mentor and Purchaser.
SECTION 33. SEVERABILITY. If any clause or provision of this Agreement is
declared to be invalid by any court of competent jurisdiction, then and in that event, the
remaining provisions of the Agreement shall remain in force.
SECTION 34. DISPUTES. Except as otherwise provided in this Agreement, any
dispute concerning a question of fact arising under or related to this Agreement, shall be
decided in accordance with the following steps. However, by mutual agreement the
matter may be taken immediately to any higher step in the dispute resolution process,
or mutually agreed to alternative dispute resolution process (which may include
structured negotiations, mediation or arbitration), or litigation.
34.1. Notice of Dispute. All disputes shall be initiated through a written dispute notice
submitted by either party to the other party.
34.2. Negotiation Between Executives. The Parties shall attempt in good faith to
resolve any dispute arising out of or relating to this Agreement promptly by negotiation
between executives who have authority to settle the controversy and who are at a
higher level of management than the persons with direct responsibility for administration
of this Agreement. Within 14 (fourteen) days after delivery of the dispute notice, the
receiving party shall submit to the other party a written response. The dispute notice
and written response shall include (i) a statement of the party's position and a summary
of the arguments supporting that position, (ii) any evidence supporting the party's
position and (iii) the name of the executive who will represent that party and of any other
person(s) who will accompany the executive in negotiations. Within 28 (twenty- eight)
19
days after delivery of the dispute notice, the executives of both parties shall meet at a
mutually acceptable time and place to attempt to resolve the dispute. All reasonable
requests for information by one party to the other shall be honored. No party may use,
either directly or indirectly, any information or documents obtained through the dispute
resolution process for any other purpose than in an attempt to settle the dispute.
34.3. Alternative Disputes Resolution. If agreed that disputes may be resolved by a
mutually- agreed alternative dispute resolution process which may include structured
negotiations different from those described above, by mediation or by arbitration.
34.4. Arbitration. If the Parties agree, any dispute may be decided by arbitration.
34.5. Court. The Parties may agree that the decision of the arbitrator shall not be
binding and that either party shall have the right to remedies provided by law. The costs
of any court action will be the responsibility of each party.
34.6. Pending final resolution of a dispute in this matter, Mentor may, in its sole
discretion, continue to perform its obligations under this Agreement
SECTION 35. TERMINATION OF AGREEMENT.
35.1. Either party may terminate this Agreement on written notice in the event of a
material breach by the other party that remains uncured for a period of thirty (30) days
from the date of notice to cure, provided that in the event of a breach of the scope of the
licenses granted the cure period shall be fifteen (15) days.
35.2. Either party may terminate this Agreement on written notice in the event the other
party ceases to do business in the ordinary course, makes a general assignment for the
benefit of creditors or commences or has commenced against it any insolvency,
receivership or bankruptcy proceedings to the extent permitted by law.
35.3. In the event of termination of the Agreement for any reason, Purchaser shall
return, or at Mentor's discretion destroy, all plans, papers, notes, writings, samples,
materials, models and other documents and software and shall refrain from using any
portion of it.
35.4. In the event of termination of this Agreement Mentor will:
1) Stop work;
2) Prepare and submit to Purchaser an itemization of all completed and
partially completed Products and Services;
3) Deliver to Purchaser Products satisfactorily completed up to the date of
termination at the agreed upon prices; and
20
4) Deliver upon request any work in progress,
35.5. In the event of termination of this Agreement, Purchaser will pay Mentor its costs
for all products and services delivered up to and including the date of termination and
close out costs of 5% for any undelivered Products and services under this Agreement
35.6. Mentor will use reasonable efforts to mitigate Purchaser's liability under this
section by, among other actions, accepting the return of, returning to its suppliers,
selling to others, or otherwise using the cancelled Products (including raw materials or
work in progress).
SECTION 36. NOTICE AND SERVICE.
36.1. All notices shall be made by personal service, first class mail, or certified mail
addressed as follows:
MENTOR:
Mentor Engineering Inc.
#10, 2175 29 Street NE
Calgary, AB T1Y 7H8
Attention: Brent Freer, Director of Sales
PURCHASER: City of Dubuque, Iowa
50 West 13th Street
Dubuque, Iowa 52001
Attention: Michael C. Van Milligen, City Manager
36.2. Either party may change the address to which notice is to be given by providing
the other party with written notice of such change at least fifteen (15) calendar days
prior to the effective date of the change.
36.3. Service of such notices shall be deemed complete on the date of receipt if
personally served or if served by certified mail, or on the fifth (5th) day following deposit
in the United States or Canadian mad if sent by first class mail.
SECTION 37. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Iowa. The United Nations Convention on Contracts for the International
Sale of Goods will not apply to this Agreement.
SECTION 38. AUTHORITY TO ENTER AGREEMENT. Each Party warrants that the
individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and bind each respective Party.
21
CITY OF DUBUQUE, IOWA MENTOR ENGINEERING, INC.
By:
Roy D /: uol, Mayor
Attest:
22
By:
Federal Tax ID
SCHEDULE A
MENTOR ENGINEERING INC.
PRICE PROPOSAL
for
Intelligent Transportation System Components and Deployment
for
The Jule Transit
July 10, 2012
23
Pricing Notes — BAFO - Contract Line Items
General Notes and Assumptions
This proposal makes the following assumptions
1 All prices are in US dollars
a All risk of loss to the Products will remain with Mentor until the Products are delivered and
received by The Jule
b Quote is valid for 60 days from July 10, 2012
c All applicable sales /use taxes are additional and payment of such is the sole
responsibility of The Jule
2 All pricing and information provided herein is based on information provided in the RFP
3 Mentor will act as a prime contractor for The City of Debuque, IA Request for Proposal for
Intelligent Transportation System Components and Deployment for The Jule and will coordinate
and all project activities mentioned in our response
4 One year of Hardware Warranty on in- vehicle equipment and two years of Software Support and
System Maintenance (SSSM) is included in our proposal
a The BAFO /Contract Line items proposal includes the second year of Mentors SSSM
and MJM system management and support fees A total savings of $29,716.00
b Extended warranties are available on all products and can be purchased as per the
pricing below
c Software Support and System Maintenance is available (and recommended) beyond the
second year Please see annual pricing below
5 The pricing provided in this proposal assumes that The Jule will
a Provide swap -out maintenance of in- vehicle equipment during and after the warranty
period
b Provide space, power, a network connection, and any necessary IT installation and
configuration for all required computer hardware
c Provide Mentor with access to the servers via the Internet (i e VPN, PCAnywhere) for
remote trouble - shooting /support
d Provide a high -speed Internet connection for data communications and contract directly
with the cellular provider for airtime requirements Verizon pricing as per Mentor
recommended data plans is $248 00 monthly total for the entire Paratransit and Fixed
route Fleet, with an optional $28 00 monthly for your 4 service vehicles
e Provide Wi-Fi access points at the garages and any other facilities where Wi -Fi coverage
is desired
24
f Be responsible for any third party interface fees to existing agency equipment i e Head
Signs
6 Mentor will subcontract VSIS, Inc a DBE for installation of all the proposed in- vehicle equipment
7 Paratransit Software Options
a RouteMatch and Trapeze elected not to quote an IVR option
8 Wayside Sign Option
a Due to the options available on wayside signs, single unit pricing has been indicated in
our price proposal The exact number of signs can be determined during negotiations
along with installation cost and presented in a BAFO
9 Fare Payment Option
a Our proposed solution is describing one option in very general terms The Jule, Mentor
and MJM should review The Jules requirement in detail and configure /quote the solution
that best meets their needs
10 Hosting Option
a Pricing remains the same with the exception on the Server and Software, $11,050 00
would not be required
b The Jule would need to provide 3 to 4 Mbits bandwidth per user connection
11 Optional items have not been totalled due to the various options and configurations available to
The Jule, however all options have detailed pricing
Payment Terms
Listed below are Mentor's recommended payment terms
• 20% upon Contract Signing
• 35% upon Delivery of the Pilot Equipment
• 45% upon Delivery of the Roll -out Equipment
• 10% upon Final System Acceptance
Mentor reserves the right to negotiate payment terms in good faith
25
Detailed Items List - Required Components as per RFP
Below are the items inclusive of our BAFO - Contract Line Items proposal
Item
Description
Unit
Quantity Unit Price Price Total Price
Fixed Route
$637,927
MDT Hardware (18 vehicles +2 spares)
$82,415
Ranger
Ranger Mounting Bracket
Cabling
20 each $2,411 $48,220
20 each $65 $1,300
20 each $89 $1,780
Dual Mode Antenna (GPS, Public Data Network) 20 each $115 $2,300
Mentor Streets - Mobile Application License 20 each $142 $2,840
Wi -Fi Module 20 each $242 $4,840
In- Vehicle Installation with Wi -Fi 18 each $550 $9,900
Ranger Programming Kit
Ranger Training Kit
1 each $195 $195
2 each $345 $690
Database /Application Server Hardware /COTS
Software - NA Hosted 0 each $11,050 $0
Streets Client Hardware /COTS Software 2 each $2,350 $4,700
Shipping
Ranger Extended Warranty years 2 thru 4
1 lot $1,830 $1,830
1 lot $3,820 $3,820
Management Software
Mentor Streets - CAD /AVL Server License
Streets Schedule /Import Tool
Streets Reporting Module
Web Services /GTFS Export (Google Trip
$81,120
1 each $56,000 $56,000
1 each Intl $0
1 each Incl $0
Planner) 1 each Intl $0
TeleAtlas Map Data 1 each Incl $0
XGate Software License 20 each $98 $1,960
Mentor Streets - CAD /AVL Client License 2 each $2,500 $5,000
XMobile Manager® Software License* 20 each $98 $1,960
Hosting Services monthly 12 month $1,350 $16,200
Onboard Next Stop Announcements 1 LED
Signs
$103,863
In- Vehicle Audio Announcement System 19 each $2,395 $45,505
LED Sign - 20 character, single line, Amber LED 19 each $867 $16,473
Cabling 19 each $195 $3,705
In- Vehicle Installation 18 each $550 $9,900
Mentor - Technical Services 15 days $1,080 $16,200
26
Mentor - Travel Expenses
Headsign Interface & Cabling
3 trips $3,500 $10,500
4 each $395
$1,580
Automated Passenger Counting
Two Sensor Solution (2 doors) GiIlig
Two Sensor Solution (1 doors) Eldorado
Trolley
In- Vehicle Installation - 2 door
Spare parts
Shipping
Mentor - Technical Services
Mentor - Travel Expenses
$84,924
4 each $3,310 $13,240
12 each $2,262 $27,144
2 each $3,310 $6,620
18 each $650 $11,700
1 each $1,670 $1,670
18 each $75 $1,350
15 days $1,080 $16,200
2 trips $3,500 $7,000
Wayside Signs
2 line sign, 30 character, 2 ", single sided sign* 3 each $4,300 $12,900
Wall Bracket - 2 line sign (no mounting hardware) 3 each $300 $900
Cellular Communications Modem (required for
each sign) 3 each $675 $2,025
Shipping 1 each $1,200 $1,200
Mentor - Technical Services 20 days $1,080 $21,600
Mentor - Travel Expenses 2 trips $3,500 $7,000
* Installation cost for Wayside Signs (or Solar Option if exercised) are not included in this quote as additional information
is needed to provide an accurate quote (type of sign, location, connectivity, power source, etc )
$45,625
Fare Payment Options
MJM Innovations Implementation - EZTransport
- Fixed Route Option 1 Lot $46,800 $46,800
Magnetic Card Swipe Reader - Fixed Route 20 each $199 $3,980
$72,580
Optional Ecommerce (account reload option)
Magnetic Swipe Card - 4 color The Jule Logo
Mentor - Technical Services
Mentor - Travel Expenses
EZ Transport support and maintenance Year 1
1 Lot $6,500 $6,500
1000 each $1 $1,000
10 days $1,080 $10,800
1 trips $3,500 $3,500
18 vehicles $0 $0
Public /Passenger Information
Mentor MyRide - Web/Trip Planner /Alerts
Mentor MyRide - SMS*
Database Server /COTS Software
Mentor - Technical Services
Mentor - Travel Expenses
$52,700
1 each $31,700 $31,700
1 each $5,000 $5,000
1 each $4,940 $4,940
7 days $1,080 $7,560
1 trips $3,500 $3,500
* SMS requires annual contract with monthly service charges and message fees based on number of users
27
Services
$114,700
Project Management
Implementation
Training
Travel Expenses
32 days $1,080 $34,560
46 days $1,080 $49,680
12 days $1,080 $12,960
5 trips $3,500 $17,500
Paratransit (MiniBus)
$62,600
RouteMatch MDC Solution
$25,200
RouteMatch MDC /AVL Module
14 each $1,800 $25,200
RouteMatch Software Professional Services
$23,100
RouteMatch Project Management and
Administration
RouteMatch Implementation and Technical
Support
RouteMatch Travel Estimated
1 each $5,280 $5,280
1 each $15,840 $15,840
1 each $1,980 $1,980
Mentor Implementation Services Para Implementation
Mentor - Technical Services 10 days $1,080 $10,800
Mentor - Travel Expenses 1 trips $3,500 $3,500
$14,300
Grand Total for Start -up Year One
$700,527
On Going Cost (Year 2)
$46,700
Annual On -site Annual Support/Training
Mentor - Technical Services Annually
Mentor - Travel Expenses Annually
10 days $1,080 $10,800
1 trips $3,500 $3,500
$14,300
Hosted Option - Monthly fee
12 months
$1,350 $16,200
Hosting Services monthly
Per Client License monthly
1 month $1,250
2 month $50
$1,250
$100
MJM EZ Transport Support and Maintenance 18 vehicles
$10,800
EZ Transport support and maintenance Year 2 18 vehicles $600 $10,800
28
$16,200
RouteMatch Annual Maintenance and Support
$5,400
On -going RouteMatch Annual Comprehensive
Support - Year 2
1 each $5,400
$5,400
Long -term Support - Streets
System Support & Software Maintenance - Year 2 1 year $0
$0
$0
5 Mentor Long -term Support - Ranger PT Mobility and Navigation - 14 units + 2 spares
System Support & Software Maintenance - Year 2 1 year $0
$0
$0
On Going Cost (Year 3)
$66,156
Annual On -site Annual Support/Training
Mentor - Technical Services Annually
Mentor - Travel Expenses Annually
$14,300
10 days $1,080 $10,800
1 trips $3,500 $3,500
Hosted Option - Monthly fee
Hosting Services monthly
Per Client Lincense monthly
12 months
1 month $1,250
2 month $50
$1,350
$1,250
$100
MJM EZ Transport Support and Maintenance 18 vehicles
EZ Transport support and maintenance Year 3 18 vehicles $600 $10,800
$10,800
RouteMatch Annual Maintenance and Support
$5,940
On -going RouteMatch Annual Comprehensive
Support - Year 3
1 each $5,940
$5,940
Long -term Support - Streets
System Support & Software Maintenance - Year 3 1 year $16,772 $16,772
$16,772
5 Mentor Long -term Support - Ranger PT Mobility and Navigation -14 units + 2 spares
System Support & Software Maintenance - Year 3 1 year $2,144 $2,144
$2,144
29
On Going Cost(Year4)
$66,750
Annual On -site Annual Support/Training
$14,300
Mentor - Technical Services Annually
Mentor - Travel Expenses Annually
10 days $1,080 $10,800
1 trips $3,500 $3,500
Hosted Option - Monthly fee
12 months
$1,350 $16,200
Hosting Services monthly
Per Client Lincense monthly
1 month $1,250
2 month $50
$1,250
$100
MJM EZ Transport Support and Maintenance 18 vehicles
$10,800
EZ Transport support and maintenance Year 4
18 vehicles $600
$10,800
RouteMatch Annual Maintenance and Support
$6,534
On -going RouteMatch Annual Comprehensive
Support - Year 4
1 each $6,534
$6,534
Long -term Support - Streets
$16,772
System Support & Software Maintenance - Year 4 1 year $16,772 $16,772
Mentor Long -term Support - Ranger PT Mobility and Navigation - 14 units + 2 spares
System Support & Software Maintenance - Year 4 1 year $2,144 $2,144
$2,144
Grand Total inclusive of 4 years on -going Cost
$880,133
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SCHEDULE B
RMA INSTRUCTIONS FOR GOODS SHIPPING FROM THE UNITED STATES
Please follow these instructions carefully.
a) Call or Email Mentor Engineering at (403) 777 -3760 or technical @mentoreng.com to
discuss the problem. Many apparent hardware problems are actually software or
configuration problems. We will help you determine if the problem is actually hardware
related.
b) If it has been determined that the problem is hardware related, Mentor Engineering
will issue you an RMA number. You will be asked for all serial numbers, a return
shipping address, a contact name, telephone number and email address.
c) Mentor will email you a Commercial Invoice. You must verify the quantity of the units
returning for repair, as well as the serial numbers on the commercial invoice. If the
quantity or serial numbers are not filled out correctly, customs may hold the shipment
and charge you penalties before they will clear it. You need to include the commercial
invoice with the Customs documents on the outside of the box. Place one copy of the
commercial invoice inside the box. Please note that the dollar value that is listed on
the commercial invoice is used for Customs purposes only. When determining
the insurance value use actual replacement value. A list of all required
documentation is provided in the shipping instruction section below.
d) Write a detailed description of the problem for each individual unit referencing its
serial number and the RMA number. Attach this description in with the unit. THIS IS
VERY IMPORTANT.
e) Package the equipment, if possible, in the original boxes. Include the problem
descriptions, a return shipping address and the contact name and telephone number.
Mark the RMA number on the top of the boxes.
f) Ship the defective equipment back to Mentor PREPAID. The Customer is responsible
for any damage due to shipping or improper packaging. Mentor does not insure RMA
prepaid shipments — this is the responsibility of the customer.
g) For warranty repairs, Mentor will pay the shipping charge back to you, for non -
warranty you will be billed both ways.
h) If it is agreed to by Mentor, the shipment may be sent collect. If you send the
shipment collect, Mentor must be contacted to obtain their preferred courier information
and account number. Do not declare a value for Carrier on the waybill. (Declaring a
value for Carrier adds insurance cost to the shipment. DO NOT INSURE THE
COLLECT SHIPMENT, Mentor is self- insured. If the shipment is sent incorrectly or
31
"collect" without authorization from Mentor, any and all costs will be billed back
to the customer.
i) Email the waybill number to the Service Department at technical @mentoreng.com.
j) The Service Technician will determine if the unit will be covered under warranty. If it is
not covered under warranty, please contact the Mentor Service Department for an
estimate. The customer's account must be in good standing before any type of work on
the unit can begin.
SHIPPING INSTRUCTIONS
DO NOT SHIP GROUND. DO NOT USE AIRBOURNE EXPRESS OR THE POSTAL
SERVICE.
THE RESULTING BROKERAGE COSTS WILL BE BILLED TO THE CUSTOMER.
1 Preferred Couriers
• FedEx (International Economy 2 - Day)
• UPS — Express or Expedited service
THE FOLLOWING INFORMATION MUST BE CLEARLY INDICATED ON THE
WAYBILL:
a) Description of Goods: "Canadian goods returning for repair"
b) Country of Manufacture /Origin: "Canada"
2 Required Documentation
a) Courier waybill
b) Commercial Invoice /Packing Slip
3 Shipping Address
Mentor Engineering Inc.
10, 2175 — 29th Street NE
Calgary, Alberta, Canada
T1Y 7H8
Attention: Service
32
SCHEDULE C
HARDWARE WARRANTY
This document describes the Basic, Extended, and Repair Warranties for products
manufactured by Mentor Engineering Inc. for customers whose accounts are in good
standing. It also describes products not covered by either the Basic or the Extended
Warranty ( "Non- Warranty Items ") and the terms under which they may be evaluated and
repaired.
Basic Warranty
1. Mentor warrants, for a period of one (1) year after the date of shipment, that all
hardware products manufactured by Mentor (the "Products ") will be free of material and
manufacturing defects provided:
a) the Products are properly stored, installed, used and serviced according to
instructions from Mentor;
b) the Products have not been altered, repaired, or modified without prior consent
from Mentor;
c) any damage to the Product was not caused by any third party equipment or
intervention;
d) any damage to the Product is not due to negligence or abuse; and
e) the Customer's account is in good standing.
2. Products deemed defective under the conditions as specified in paragraph 1 will be:
a) Repaired, at no additional cost for parts, material, and labor;
b) Replaced, instead of repaired, at Mentor's discretion;
c) Repaired and shipped to the Customer within fifteen (15) working days from
receipt of the Product.
3. Mentor is not responsible for warranty shipments to Mentor being made in a timely
manner.
4. Mentor is not responsible for any loss or damages resulting from the use of or failure
of Mentor Products, including but not limited to, loss of time, inconvenience, and loss of
production.
5. Any Mentor Product having a TFT color display exhibiting less than seven (7) non-
conforming pixels (.0023% of total pixels) will not be considered defective and eligible
for repair under this Warranty. A non - confirming pixel is a transistor that is either turned
on all the time, so a small color dot may appear or is turned off all the time, so no color
dot will appear.
33
Customer Responsibilities
6. The Customer is responsible for shipping and shipping related costs of products to
Mentor's facility. Mentor will pay any return shipping to Customer for warranty or non -
warranty repair
7. The Customer is responsible for following Mentor's Return Materials Authorization
( "RMA ") procedures when returning any hardware item to Mentor.
8. The Customer is responsible for "swap out" services if required including:
a. maintaining sufficient spare unit inventory of Products as directed by Mentor and
based on the scope of the project;
b. paying the costs of subcontractor installer's services required to remove
defective Products and install spare units for use while Products are being
repaired by Mentor.
Extended Warranty (Optional)
9. A warranty extension of the Basic Warranty is available for an additional fee. This
option must be exercised at the time of equipment purchase. The same conditions as
specified in the Basic Warranty are applicable to the Extended Warranty.
Repair of Non - Warranty Items and Repair Warranty
10. At the Customer's request, Mentor may evaluate equipment not covered under the
Basic or Extended Warranties ( "Non- Warranty Items ") and an assessment and estimate
for repair will be provided to the Customer. These Non - Warranty Items may include
expired warranty Mentor products or products excluded from the terms of the Basic
Warranty as described in paragraph 1 above.
11. The Customer will be charged a diagnostic fee equivalent to our prevailing hourly
rate for labor for any Non - Warranty Item shipped to Mentor for evaluation and /or repair.
If Mentor does repair an item, this diagnostic fee will be credited against the overall cost
of repair as described in paragraph 13 below.
12. Mentor will notify the Customer if the cost of any repair to a Non - Warranty Item will
be greater than $250.00. Mentor will not proceed with such a repair without the
approval of the Customer.
13. If the Customer chooses to proceed with the repair of a Non - Warranty Item, the
Customer will be charged for:
a) Shipping and shipping related costs to Mentor;
b) Parts and material used;
c) Labor (at Mentor's prevailing rates).
34
14. Mentor warrants all non - warranty repair work undertaken by Mentor's service
department for a period of ninety (90) days after the repaired goods are shipped from
Mentor's facility.
15. Mentor assumes no risk of damage to or loss of any unit of equipment during
shipping to and from Mentor. Mentor recommends that the Customer insure any unit for
the invoice value and take special care to ensure that the unit is properly packed for
safe and damage -free transit.
16. In the event that a part becomes unavailable Mentor will attempt to use substitute
parts. In the event that no substitute parts are available Mentor will provide Customer
with ninety (90) days written notice if it can no longer provide the Basic or Extended
Warranty services and refund any balance paid to Mentor in advance under an
Extended Warranty Plan.
Mentor Engineering Inc.
#10, 2175 - 29th Street N.E.
Calgary, Alberta, T1Y 7H8, Canada
phone (403) 777 -3760
fax (403) 777 -3769
www.mentoreng.com
35
SCHEDULE D
MENTOR 24 X 7 SUPPORT Procedures
The Customer will follow the procedures below when accessing 24 x 7 Support:
During the Day
Phone the systems engineer assigned to the Customer's project if support is required
during Mentor's standard business day (7:45am — 5:15pm MST excluding weekends
and Canadian statutory holidays).
If the engineer is not available, please leave a voice mail message and your call will be
returned as soon as possible. If it is an emergency and your project engineer is not
available, you can also phone (403) 777 -3760 and press '3' for Mentor's general
engineering line, where an engineer will be able to take your call.
The general engineering line should only be used in times of emergency when your
regular project engineer is unavailable. Your project engineer is most familiar with your
system and should be contacted whenever possible.
After Regular Mentor Business Hours
After hours support is defined as support required outside of Mentor's standard
business hours of 7:45am — 5:15pm MST, excluding weekends and Canadian statutory
holidays.
If you experience a system -wide failure and require after hours support, phone the
Mentor 24x7 hotline.
Mentor will provide Customer with an After -Hours Support telephone number
( "Mentor's 24x7 Support Hotline ") and associated procedures upon contract
execution.
36
SCHEDULE E
MENTOR ENGINEERING INC.
SAMPLE IMPLEMENTATION PLAN
(to be replaced with accepted
Final Implementation Plan)
37
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