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HomeMy WebLinkAbout2019-814-E OCPT - Transloc microtransit softwareRevised 12/18 1 [Departmental Use Only] TITLE MicroTransit Software FY 20-21 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 20 day of Novemeber, 2019, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and TransLoc,Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): TransLoc will provide the county with software to start our Microtransit program. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Revised 12/18 2 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): The goal of a microtransit pilot is to deploy smaller dynamic vehicles within a designated zone where riders can request trips. Unlike a full-scale system, a pilot is often live for approximately six - twelve months and provides proof of concept for microtransit in a few zones before deciding on expansion. This allows the County to serve riders with better coverage and frequency while providing the data and demand you need to gain funding for more long-term solution. The County's microtransit pilot implementation and progress are critical steps for deploying a full-scale microtransit system. The overall pilot implementation period is broken out into three phases. Phase One - System Understanding & Planning, Phase Two - System Design & Simulation, Phase Three - Finalization of Pilot & Service Launch To support implementation we provide a team which will include a customer success manager, customer support specialists, partner marketing specialist, data scientist, DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Revised 12/18 3 technical support, & solutions engineers. [Include more detailed description of pilot services and post pilot program].The County will operate a pilot program in several service areas throughout the County including a program in the downtown Hillsborough area (“the Downtown Hillsborough Area”). The Pilot shall consist of the first six (6) months of the Term of this Agreement. After the conclusion of the Pilot period, the County will continue to operate service in the Downtown Hillsborough Area (See Exhibit A). Additional service areas may be operated in the post-Pilot period by mutual agreement of the Parties at the pricing shown in Exhibit B. Implementation of services has been outlined in Exhibit C. Lastly, support maintenanceand training is detailed in Exhibit D 4. Duration of Services a. Term. The term of this Agreement shall be from 11/20/2019 to 11/20/2020. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 11/20/2019. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Thrity-Four Thousand Dollars Dollars ($34,000). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Revised 12/18 4 a. Cooperation and Coordination. The County has designated (Theo Letman) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Revised 12/18 5 c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Revised 12/18 6 part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Revised 12/18 7 Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Theo Letman TransLoc, Inc. P.O. Box 8181 4505 Emperor Blvd Suit 120 Hillsborough, NC 27278 Durham, NC 27703 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Revised 12/18 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ County Manager By: __________________________________ Ron Cygnarowicz Vice-President of Customers Printed Name and Title DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 EXHIBIT A: Scope of Service The following additional terms are hereby incorporated: 1. Scope of Work. a) This Services Agreement (“Agreement”) is for the County to License Provider’s proprietary software and related professional consulting services to be rendered by Provider to County with respect to a Microtransit Pilot Project (the “Pilot”). 2. Term of Agreement: Duration of Services a) Term of Agreement. The term of this Agreement begins on the Effective Date and continues for a period of one (1) year following the Implementation Date (as defined in Exhibit A, Scope of Services). b) The Agreement shall be renewed automatically for three (3) additional one (1) year periods unless the County has provided Provider with notice of intent to not renew not fewer than ninety (90) days prior to the end of the Term. c) Scheduling of Services i. The Implementation Date shall be as set forth in Exhibit A, Scope of Services, and occurs when the deployment of the Pilot is completed, as evidenced by Provider providing the County with a written notice to proceed. 3. Indemnity, Intellectual Property Infringement Protection and Limitations of Liability a) Intellectual Property Infringement Protection. Provider shall defend County from any and all third-party losses, liabilities, damages, judgments, awards, expenses, claims, actions, lawsuits and costs, including reasonable attorneys’ fees awarded against the County in connection with any third-party claim that the Service infringes that party’s United States patent or copyright . The County may participate, at County’s own expense, in the defense of such claim. If any part of the Service is, or in Provider’s judgment may become, the subject of any such proceeding Provider may, at its expense and option, do one of the following: (i) procure for County the necessary right to continue using the Service; (ii) replace or modify the infringing portion of the Service with a functionally equivalent item or portion thereof, or (iii) if none of the foregoing are commercially reasonable, terminate County’s right to use the Service or the affected portion thereof, and refund to County an amount equal to the prepaid Service Fee or the affected portion thereof, less amortization for its use on a straight line basis over a period of five (5) years from the Effective Date. The preceding sets forth Provider’s only obligations and County’s sole and exclusive remedies with respect to infringement or misappropriation of intellectual property rights. Provider will not be liable for any claim of infringement that is based upon (i) the combination of the Service, or any part of the Service, or any product, software, hardware, machine, or device which is not delivered by Provider or identified by Provider in its specifications as necessary to operate the Service, (ii) any modification of the Service or by a party other than Provider, or (iii) the use of a version of the Service other than a current, unaltered release of the Service if such infringement would have been avoided by the use of a current, unaltered release. b) Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE NORTH DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 CAROLINA LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS OR LOSS OF DATA OR BUSINESS INTERRUPTION), WHETHER ARISING FROM NEGLIGENCE, ERRORS, OR FAILURE OF PERFORMANCE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. c) Damages TO THE EXTENT PERMITTED BY APPLICABLE NORTH CAROLINA LAW, IN NO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY COUNTY OR COUNTY’S AFFILIATE IN THE SIX (6) MONTH PERIOD PRECEDING THE ACT GIVING RISE TO THE CLAIM FOR DAMAGES. Intellectual Property, Ownership of Work Product. Provider is the sole and exclusive owner of all rights, title and interest in and to the Service, including all updates, modifications, customizations, enhancements and other derivative works thereof (collectively “Derivative Works”), and in any and all copyrights, patents, trademarks, trade secrets and other proprietary and/or intellectual property rights therein or thereto. To the extent any Derivative Work is developed by Provider based upon ideas or suggestions submitted by the County to Provider, the County hereby irrevocably assigns all rights to modify or enhance the Service using such ideas or suggestions or joint contributions to Provider, together with all copyrights, patents, trademarks, trade secrets, and other proprietary and/or intellectual property rights related to such Derivative Works. Nothing contained in this Agreement shall be construed to convey to the County (or to any party claiming through the County) any rights in or to the Service, other than the license rights expressly granted to the County in this Agreement. 4. Additional Provisions a) Intellectual Property, Ownership of Work Product. Provider is the sole and exclusive owner of all rights, title and interest in and to the Service, including all updates, modifications, customizations, enhancements and other derivative works thereof (collectively “Derivative Works”), and in any and all copyrights, patents, trademarks, trade secrets and other proprietary and/or intellectual property rights therein or thereto. To the extent any Derivative Work is developed by Provider based upon ideas or suggestions submitted by the County to Provider, the County hereby irrevocably assigns all rights to modify or enhance the Service using such ideas or suggestions or joint contributions to Provider, together with all copyrights, patents, trademarks, trade secrets, and other proprietary and/or intellectual property rights related to such Derivative Works. Nothing contained in this Agreement shall be construed to convey to the county (or to any party claiming through the County) any rights in or to the Service, other than the license rights expressly granted to the County in this Agreement. b) Trademarks. The County hereby consents to use of the County’s name and/or logo a) on Provider’s website in order to direct end-users to the public-facing aspects of the Service, and b) to create a County-specific public-facing website hosted by Provider where Users may access the Service. Such consent may be revoked upon reasonable notice. c) Ownership of Data. County acknowledges and agrees that, as between County and Provider, Owner retains all ownership right, title and interest in and to all Service Data other than Provider retaining a worldwide, royalty free perpetual license to the use and distribution of Service Data, including with respect to any and all copyrights, patents, trademarks, trade secrets, and other proprietary and/or intellectual property rights therein or thereto. Provider may analyze and compile Service Data for the purpose of creating De-Identified DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Data. Provider may use the De-Identified Data without restriction and may combine the De- Identified Data with data from other sources to create aggregate statistical data. d) Nondisclosure. i) Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter 132 of the North Carolina General Statutes. Provider agrees to indemnify the County from all costs, damages, and expenses incurred from third party claims arising from the County’s refusal to disclose Confidential Information under North Carolina’s public records law. ii) A Receiving Party (a) shall hold the Disclosing Party’s Confidential Information in strict confidence and will use the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information that it uses to protect its own Confidential Information, but in no event less than reasonable care; and (b) except as required by law or expressly authorized by this Agreement, shall not, directly or indirectly, use, disclose, copy, transfer or allow access to the Confidential Information. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information of the Disclosing Party as required by law or court order. In such event, the Receiving Party shall (i) use its best efforts to inform the Disclosing Party before any such required disclosure, and (ii) provide reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. iii) Upon the termination or expiration of this Agreement, or upon the request of the County, Provider will return to the County all the Confidential Information delivered or disclosed to the Provider, together with all copies in existence thereof at any time made by the Provider. Definitions. “Activation Date” means the earlier of (i) the Implementation Date (as described in Section 3 of Exhibit C) or (ii) sixty (60) days following the Effective Date of the Agreement. “Affiliates” means an entity that owns, is owned by, or is under common ownership with a party, in each case where ownership is direct and is greater than 50%. “Confidential Information” means any non-public information or data whether in written, electronic, or other tangible form, or provided orally or visually, that is disclosed by or on behalf of one party (a “Disclosing Party”) to the other party (a “Receiving Party”), whether owned by the Disclosing Party or a third party, pursuant to this Agreement. Confidential Information of Customer includes, but is not limited to Customer’s financial and business information. Confidential Information of TransLoc includes, but is not limited to, the terms of this Agreement; the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the software and the Service; the Documentation; and TransLoc’s pricing, sales, proposals, implementation, and training materials, and procedures. Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a Receiving Party from a third party without breach of any obligation of confidentiality; or (c) was previously known by the Receiving Party as shown by its written records. “Day(s)” means calendar day(s), unless otherwise specified. “De-Identified Data” means data that does not contain information that identifies Customer or Users. “Documentation” means instructional and user manuals relating to the Service, which may be amended from time to time by TransLoc. DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 “Fees” means the Service Fee. “Licensed Facility” means Customer’s physical location(s) identified on Exhibit B. “OnDemand Equipment” means the approved Apple iOS tablets, which are purchased, owned, maintained, and operated by the Customer, Customer’s employees, or Customer’s OnDemand Equipment provider, required to operate the Service. The approved OnDemand tablets are: Apple iPad Mini 4 Wi-Fi + Cellular, Apple iPad Mini 3 Wi-Fi + Cellular, or Apple iPad Mini 2 Wi-Fi + Cellular. “Project Manager” means an employee of Customer, designated to be responsible for and aware of Customer’s (and if applicable, any third party brought in by Customer’s) business and systems information and needs. Project Manager will be the lead point of contact for all matters involving Customer and TransLoc. “Service Data” means any data, information, content, documents, or electronic files provided to or collected by TransLoc from either Customer or its Users during the course of their use of any component of the Service. “Term” means the Initial Term plus any Renewal. “Users” means the actual and prospective passengers on Customer’s transit system. LICENSED SERVICES 1. Licensed Service: a) TransLoc OnDemand (*) – demand response system i) Website – allows riders to schedule a ride by using a web browser. ii) Mobile – allows riders to schedule a ride by using web-enabled mobile devices. iii) Apps – allows riders to schedule a ride by using the TransLoc iPhone or Android app. iv) OnDemand Manager – tool to manage TransLoc OnDemand, monitor fleet performance, and view reports. v) Operator Interface – allows vehicle operators to book rides on behalf of riders, cancel rides after no- shows, and see turn-by-turn directions. vi) Customer Help Center – self-serve knowledge center providing quick answers, training videos, manuals, marketing material and FAQs. b) The Microtransit Simulator i) The Simulator - outputs and presentation provide key indicators and a roadmap on how to deploy microtransit successfully in a designated service zone, as well as insights into what service improvements could be made 2. Description of Service: The goal of a microtransit pilot is to deploy smaller dynamic vehicles within a designated zone where riders can request trips. Unlike a full-scale system, a pilot is often live for approximately six - twelve months and provides proof of concept for microtransit in a few zones before deciding on expansion. This allows your agency to serve riders with better coverage and frequency while providing the data and demand you need to gain funding for more long-term solution. Your microtransit pilot implementation and progress are critical steps for deploying a full-scale microtransit system. The pilot implementation period is broken out into three phases. Phase One - System Understanding & Planning, Phase Two - System Design & Simulation , Phase Three - Finalization of Pilot & Service Launch DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 To support implementation we provide a team which will include a customer success manager, customer support specialists, partner marketing specialist, data scientist, technical support, & solutions engineers. [Include more detailed description of pilot services and post pilot program] The County will operate a pilot program in several service areas throughout the County including a program in the downtown Hillsborough area (“the Downtown Hillsborough Area”). The Pilot shall consist of the first six (6) months of the Term of this Agreement. After the conclusion of the Pilot period, the County will continue to operate service in the Downtown Hillsborough Area. Additional service areas may be operated in the post-Pilot period by mutual agreement of the Parties at the pricing shown in Exhibit B. (*) Customer is responsible for procuring and maintaining the approved Equipment required to utilize the Service. DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 EXHIBIT B Pricing 1. Fees and Costs: Microtransit Pilot Pricing Table Pilot Program Services Program Price MT Use Case Collaboration, up to 2 TransLoc Microtransit Use Case Custom Simulations, and KPI Consulting Marketing & Branding Consulting Marketing/Rider Education Customizable Asset Kit Software System Set-Up and Testing On-site Training for Executives, Dispatchers & Drivers (Travel Included) Pilot Analysis and Final Reporting Included Included Included Included Included Included Pilot Program Software and Support Pricing Software Licenses for up to 10 Vehicles for Duration of Pilot Period * Ongoing Support and Software Set-Up Optimization for Duration of Pilot Period Included Included Grand Total $25,000 DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Microtransit Post-Pilot Pricing Table Recurring fees [include standard post-pilot pricing: Fees per vehicle per month license & support Quantity Extended Fees Vehicles 1- 5 : Vehicles 6-10 Vehicles 11-20 Vehicles 21-30 Vehicles 31+ $500 $450 $400 $350 $300 3 $1,500 /month Monthly Total $1,500 Payment Terms: Net 30. Recurring Service Fees will be invoiced monthly after the Activation Date with first month prorated when applicable. Total fees to be paid to TransLoc for Pilot Program: $25,000.00 Total Fees to be Paid to TransLoc for Post-Pilot Services: $1,500/month x 6 = $9,000 The total fees to be paid to TransLoc for Post-Pilot Services in an event of a renewal will be contingent on the number of vehicles licensed to Customer, as outlined in the MicroTransit Post- Pilot Pricing Table. Total to be Paid to TransLoc for Initial Term of this Agreement: $25,000 (Initial Pilot) + $9,000 (Post Pilot period) = $34,000 1. New Customer Information Sheet: Customer must complete the New Customer Information sheet, found on the next page, to facilitate invoicing and payment. New Customer Information Agency Information Agency name Primary Contact in Accounts Payable Primary Contact’s Email Billing Address DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Phone Fax Billing Information Who should receive the invoices? Email address of invoice recipient Will you be submitting a purchase order to us? Is there a PO number that we will need to put on the invoices? We receive payment for invoices via ACH or EFT. Please submit any paper work necessary to complete this request. TransLoc ACH Info: Routing: 053112615 Beneficiary: 2172494 Are you tax exempt? If yes, please email a copy of your Certificate of Exemption to rose.fields@transloc.com Is there any additional information that we should be aware of to ensure timely processing of invoices? DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 EXHIBIT C: IMPLEMENTATION SERVICES Deployment of TransLoc OnDemand consists of the following phases: 1. Phase I 1. Notice to Proceed. Phase I begins when TransLoc receives the initial payment associated with this Agreement (see Exhibit B). 2. Project Management. Within five (5) days of the Effective Date of the agreement, Customer shall provide a Project Manager that TransLoc will work with through to project completion. TransLoc will also provide a project manager who will coordinate resources internally. 3. Definition of Service Area. Within five (5) days after the Notice to Proceed, Customer shall provide TransLoc with the physical bounds of their intended OnDemand service area. This information can be provided either in a series of latitude and longitudes that correspond to the vertices of a contiguous shape, a radius (in miles or kilometers) from a single latitude and longitude, or a list of all the roadways and intersections that form the outer-edges of the service area. 2. Phase II: Training. Vehicle Fleet administrators will receive instructional materials and training to use the TransLoc OnDemand service via an on-site training session(s). DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 EXHIBIT D: SUPPORT, MAINTENANCE, AND TRAINING 1. Support Hours and Designated Personnel 1.1. Support Hours. TransLoc will provide email and telephone support to assist Customer personnel in using the Service and in reporting suspected deviations from the service and the associated documentation (“Errors”). Support will be provided from 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding regular business holidays. Errors after hours can be reported within the TransLoc support ticketing system, which requires a login, or through the TransLoc support email, which then creates an internal ticket. If the Error is Critical, as specified in Section 4.2 of this Exhibit, Customer is to call the TransLoc toll free number. 1.2. Designated Personnel. Support shall be provided by TransLoc to up to three (3) designated personnel of Customer who have undergone training on use of the Service. Customer will act as the first level of support for Users of Services offered to Customer (e.g. transit riders and other departments in Customer’s organization) and TransLoc will provide second level help desk support to Customer. 2. Maintenance and Upgrades 2.1. Errors. TransLoc will use reasonable efforts to correct Errors in the Service when such Errors are reported to TransLoc, in accordance with the service levels below. TransLoc does not warrant that all Service Errors will be corrected. 2.2. Software Upgrades. TransLoc will provide upgrades to software (“Upgrades”) that TransLoc generally makes available to its other licensees for no additional charge. Customer acknowledges that Upgrades include only point releases that improve or maintain the stability of the Service and do not include major releases that add new functionality, which may be available for an additional fee. In the case where TransLoc provides new features to Customer at no charge, the continued availability, performance, or usefulness of such features are not guaranteed or warranted by TransLoc and such new features may be revoked at any time. Customer acknowledges that some newly integrated features in future releases of the TransLoc software may require the purchase of the appropriate hardware upon which the features depend. 2.3. Route & Map Updates. TransLoc will add the existing stops, schedules, or routes during the initial implementation with information provided by Customer in TransLoc format via the System Information Sheet. After the initial Implementation, to insure that updates are implemented within the requested effective date, TransLoc request that updates be submitted two weeks in advance of the desired effective date. 3. Network Hosting and Monitoring 3.1. Hosting and Monitoring. TransLoc, in conjunction with its hosting partners, shall provide server hosting for the Services. Automated reports indicating the operational condition of the system as a whole are sent to the TransLoc monitoring center at regular intervals. DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 Technicians at the monitoring center will analyze and/or resolve issues remotely when possible. 3.2. TransLoc use of Data. TransLoc shall have access to monitored network data in order to assess day-to-day system performance and to assist Customer in obtaining data intelligence, such as usage patterns, etc. Customer herby grants TransLoc the right to use data gathered from the TransLoc network for this purpose. 4. Service Levels 4.1. Availability of Service. TransLoc will take commercially reasonable measures to maximize the availability of the Service to Customer. From time to time, the Service will be unavailable for system maintenance. TransLoc will attempt to give Customer prior notice and will attempt to perform such work during off-peak times. 4.2. Classification. TransLoc support personnel will qualify and document reported Errors and will create a response plan to address the Errors if not resolved when reported. If an immediate response is not available for a reported issue, the expected level of service is qualified by the criticality and complexity of the issue. The following definitions apply to the qualification of an issue: Critical: Error causes a majority of the Service to be down and unusable, resulting in total disruption of work or other critical business impact – no workaround is available. High: Error causes major feature/function failure – operations are severely restricted – a workaround is available. Medium: Error causes minor feature/function failure – minor impact on usage, acceptable workaround deployed. Low: Minor Error or requested enhancement – general information, documentation error, software modification request. 4.3. TransLoc Responsibilities. Once TransLoc customer support receives a support request, a customer support engineer will provide feedback to Customer that the request has been logged and assigned to the appropriate engineer. The exact response will vary depending on the issue and the response time will commence as soon as practicable after the support request is received. TransLoc will use best commercial efforts to meet the following targets for response and resolution to reported Errors. A Response is measured from the time that an Error is reported and all supporting detail has been provided. A Resolution is an answer, fix, or a workaround to the support request. TransLoc will provide continuous resources to address Critical or High Errors until resolved. Type of Error Response Target Resolution Target Nature of Resolution Critical 2 business hours 4 business hours Workaround is provided, patch is provided, fix incorporated into future release High 4 business hours 2 business days Workaround is provided, patch is provided, fix incorporated into future release Medium 1 business day 10 business Answer to question(s) provided, workaround is DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25 days provided, fix incorporated into future release Low 3 business days Next release Answer to question and/or workaround or fix is provided. Enhancements implemented at TransLoc’s discretion. 5. Miscellaneous 5.1. Back-up Responsibilities. TransLoc shall protect and backup, for a minimum of 60-days, any software configuration settings, any Customer provided data that has been modified for use by the software, and any new data produced by the software itself. The successful operation of the Service is dependent on Customer’s use of proper procedures and systems and input of correct data. Customer agrees that it shall have the sole responsibility for protecting and backing up the source material for Customer’s route information, stop locations, and departure schedules used in connection with the Service. Customer is solely responsible for the accuracy and adequacy of the information and data that it furnishes to TransLoc for use with the Service. 5.2. Additional Services. TransLoc is not obligated to provide any services other than those set forth in this Exhibit (“Additional Services”). If TransLoc performs Additional Services, Customer shall pay TransLoc at then-current rates. Additional Services may include, but are not limited to (i) on-site service or training and related travel expenses; (ii) installation, data conversion, system integration, development, or other consulting services; (iii) service or maintenance of third-party software; (iv) services caused by Customer’s fault, misuse, negligence or failure to perform Customer responsibilities, including failure by Customer to maintain adequate data back-ups; or (v) services caused by a malfunction of or problem with any product or goods other than those licensed by Customer from TransLoc. DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25