SR 05-10-2022 3A
City Council
Report
City Council Meeting: May 10, 2022
Agenda Item: 3.A
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To: Mayor and City Council
From: Edward F King, Director, Department of Transportation, Transit Operations
Subject: Approval of 13th Modification to Contract with Vontas (formerly Trapeze) for
Computer Automated Dispatch/Automatic Vehicle Locator (CAD-AVL)
Warranty Support Services
Recommended Action
Staff recommends that City Council authorize the City Manager to negotiate and
execute a 13th modification to agreement #8153 in the amount of $720,953 with
Vontas, a subsidiary of Trapeze, Inc., to extend the warranty maintenance of the
TransitMaster computer-aided dispatch/automated vehicle location (CAD/AVL) system
for two additional option years to allow time to implement a new CAD/AVL system
procured through a competitive process while ensuring the current system is supported.
This would extend maintenance of the TransitMaster system through June 30, 2025,
and result in a new total contract amount not to exceed $6,802,431 with future year
funding contingent on Council budget approval.
Summary
The Department of Transportation (DOT), Big Blue Bus (BBB) division uses computer-
aided dispatch/automated vehicle location (CAD/AVL) technology to manage its fleet of
195 battery-electric and renewable natural gas-powered vehicles. The software
provides real-time vehicle location data services and communication with the BBB fleet,
without which a system of BBB’s size could not operate. CAD/AVL software and
hardware for the fleet is currently provided by a system named TransitMaster by
Vontas, Inc.
In 2020, the Vontas system had reached end of life and a competitive procurement was
initiated for its replacement. After screening several potential vendors, staff
recommended award of a contract to Clever Devices, Ltd, which the City Council
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approved in May 2021. To provide seamless continuity of this vital system, staff
recommends extending the warranty maintenance contract for Vontas’ proprietary
CAD/AVL software and hardware until the new Radio and CAD/AVL systems are fully
implemented and operational in 2024.
The existing software and hardware maintenance contract extension with Vontas is
necessary to continue to provide essential transportation services to customers who
depend on Big Blue Bus (BBB) each day while the new system is being installed and
tested.
Staff recommends amending the warranty maintenance contract with Vontas for a one-
year extension for $228,715 in FY2022-23, as well as adding two one-year renewal
options for a total three-year amount not to exceed $720,953. This would result in a total
22-year amended agreement with a new total contract amount not to exceed
$6,802,431, with future year funding contingent on Council budget approval.
Discussion
Since 2002, BBB has used the same computer-aided dispatch/automated vehicle
location (CAD/AVL) software. Originally purchased from Siemens under the brand name
Advanced Fleet Management System (AFMS), the software system was later acquired
by Continental Motor Systems, Inc., and then by Trapeze, Inc. Under Trapeze, the
system was rebranded TransitMaster. In 2020, Trapeze, Inc. divided their products
between two divisions, with TransitMaster now being delivered by Vontas.
The CAD/AVL system applies intelligent transportation system (ITS) technologies to
track and manage all BBB fixed route service vehicles. The Vontas TransitMaster
software and hardware allows BBB to provide more efficient and effective management
of its transit system by monitoring and improving schedule adherence, operational
efficiency, and quality of service; managing BBB’s voice and data radio-communications
systems between vehicles and dispatch center; reducing travel times and operating,
training, and maintenance costs; improving operator and customer safety; providing
customers with real-time transit and traffic information; and providing reporting of
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information required under FTA regulations. Furthermore, TransitMaster provides
crucial vehicle location data to third-party apps that provide real-time location
information to customers. TransitMaster is the backbone of many operational processes
and interfaces with critical internal and external technologies required by a system of
BBB’s size.
An extension of this agreement is necessary until the new CAD/AVL Voice over Internet
Protocol (VoIP) system with Clever Devices is implemented and fully operational. While
the new CAD/AVL implementation is expected to take approximately two to three years
and estimated to be completed by June 30, 2024, two optional one-year extensions of
the existing CAD/AVL system with Vontas, through the end of FY2024-25, are being
requested out of an abundance of caution to ensure sufficient time is provided to
transition to the new CAD/AVL system.
Vendor Selection
Staff recommends Vontas to provide warranty maintenance on their fleet
communication CAD-AVL software as an exception to the competitive process due to
the proprietary nature of the TransitMaster software and hardware. The warranty
maintenance support by Vontas for their software is crucial to ensure that the radio
communications and vehicle location services continue uninterrupted, ensuring safer,
more efficient operation of BBB’s transit system. This meets the City’s exception to
competitive bidding criteria as this service is only available from a single License
Holder, as stated in Santa Monica Municipal Code Section 2.24.250 (b).
A new CAD-AVL system was selected through a competitive procurement in 2021.
Award of a contract for radio communication and CAD-AVL services to Clever Devices
was adopted by Council on May 25, 2021. This extension of the contract with Vontas
will ensure continuity of radio and CAD-AVL service until the new system is installed
and fully operational in 2024.
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Past Council Actions
Meeting Date Description
4/28/2020
(attachment A)
Approval of Extension of Software Maintenance Contracts with
Trapeze, Inc.
5/25/21
(attachment B)
Award Contracts to Procure, Install, and Maintain Transit Radio
and Computer-Aided Dispatch/Automatic Vehicle Location
(CAD/AVL) Systems at Big Blue Bus, Department of Transportation
Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the Big Blue Bus Fund to increase the
amount of the contract with Vontas for the TransitMaster system in an amount not-to-
exceed $720,953 over one base year, FY2022-23, and two option years, FY2023-24,
and FY2024-25. Each option year is competitively priced with a moderate inflation
escalator of 4% (base year) and 5% for the option years. Funds are available in the CIP
budget. Future year funding is contingent on Council budget approval.
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Contract Modification Request
Agreement
#
Current
Authorized
Amount
FY 2022-23
Budget
Modified
Request Amount
Future Years’
(FY2023-24 and
2024-25)
Modified
Request Amount
CIP Account #
Total Revised
Contract
Amount
8153 $6,081,478 $228,715 $492,238 C6004770.689000 $6,802,431
Prepared By: Barbara Andres, Executive Administrative Assistant
Approved
Forwarded to Council
Attachments:
A. 4060-Approval of Extension of Software Maintenance Contracts with Trapeze,
Inc. (Web Link)
B. 4291-Award Contracts to Procure, Install, and Maintain Transit Radio and
Computer-Aided Dispatch/Automatic Vehicle Location (CAD/AVL) Systems (Web
Link)
C. AFMS Contract #8153 - Agreement
D. Change Order #6
E. Change Order #7
F. Change Order #8
G. Change Order #9
H. Change Order #10
I. Change Order #11
J. CSA_Twelfth_Mod_Vontas_Transit_Master_9-20-21
K. 2022 OAKS INITIATIVE FORM for Vontas - signed
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Packet Pg. 20 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 21 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 22 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 23 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 24 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 25 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 26 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 27 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 28 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 29 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 30 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 31 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 32 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 33 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 34 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 35 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 36 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 37 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 38 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 39 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 40 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 41 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 42 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 43 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 45 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 46 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 47 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 52 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 54 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 55 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 57 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 58 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 59 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 60 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 61 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 62 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 63 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 64 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 65 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 66 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 67 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 69 Attachment: AFMS Contract #8153 - Agreement (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 70 Attachment: Change Order #6 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 71 Attachment: Change Order #6 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 84 Attachment: Change Order #6 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 86 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 87 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 88 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 90 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 99 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 100 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 101 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 102 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 103 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 107 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 117 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 118 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 119 Attachment: Change Order #7 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 120 Attachment: Change Order #8 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 121 Attachment: Change Order #8 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 122 Attachment: Change Order #9 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 123 Attachment: Change Order #9 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 124 Attachment: Change Order #9 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 155 Attachment: Change Order #10 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 156 Attachment: Change Order #10 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 164 Attachment: Change Order #10 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 165 Attachment: Change Order #10 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 166 Attachment: Change Order #10 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 167 Attachment: Change Order #10 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 168 Attachment: Change Order #10 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 169 Attachment: Change Order #11 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 170 Attachment: Change Order #11 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 171 Attachment: Change Order #11 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 172 Attachment: Change Order #11 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 173 Attachment: Change Order #11 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 174 Attachment: Change Order #11 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 175 Attachment: Change Order #11 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
1
TWELFTH MODIFICATION OF AGREEMENT NO. 8152 (CCS)
This Twelfth Modification of Agreement Number 8153 (CCS) (“Twelfth Modifica-
tion”), entered into as of June 30, 2021 (“Execution Date”), by and between the City
of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group, Inc.
(“Trapeze”), a Delaware corporation (collectively referred to as “the parties”), and is
made with reference to the following:
RECITALS
A. On or about May 30, 2003, the City and Siemens Transportation Systems, Inc. en-
tered into Agreement Number 8153 (CCS) (“Original Agreement”) for an Ad-
vanced Fleet Management System (“AFMS”), which was subsequently amended by
the following:
(i) First Modification dated on or about June 1, 2004 to authorize as-
signment of the agreement to Siemens VDO Automotive Corpora-
tion;
(ii) Second Modification dated on or about June 17, 2004 to increase
the amount of compensation;
(iii) Third Modification dated on or about March 21, 2005 to delete
certain services and to reduce the contract price;
(iv) Fourth Modification dated on or about March 2, 2006 to delete
certain services and to reduce the contract price;
(v) Fifth modification dated on or about August 11, 2006 to extend
the term and amend the deliverables;
(vi) Sixth modification dated on or about December 8, 2008 to author-
ize assignment of the agreement to Continental Automotive Sys-
tems US, Inc.;
(vii) Seventh Modification dated on or about June 18, 2009 to extend
the term and for revised milestone payments;
(viii) Eighth Modification dated on or about October 19, 2010 to au-
thorize assignment of the agreement to Trapeze ITS U.S.A., LLC;
(ix) Ninth Modification dated on or about December 13, 2011 to ex-
tend the term, incorporate credits, assign the agreement, and other
changes;
(x) Tenth Modification dated on or about February 10, 2014 to delete
certain services and to reduce the contract price;
(xi) Eleventh Modification dated on or about September 8, 2015 to ex-
change certain services and to reduce the contract price;
B. The Original Agreement and all subsequent modifications may be collectively
DocuSign Envelope ID: 1BF5CC6A-B416-480F-A8D5-43A21B3EA4C7
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Packet Pg. 176 Attachment: CSA_Twelfth_Mod_Vontas_Transit_Master_9-20-21 (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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referred to as the “Agreement.”
C. The City and Trapeze desire to modify the Agreement to extend the contract
term’s Maintenance Term through June 30, 2022, and to increase the contract
price to pay for those additional services.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agree-
ment as follows:
1. Section 5.1 of the Agreement entitled “Total Contract Amount” shall be updated
to reflect the additional Maintenance payments. The total contract amount set
forth in the Agreement shall be adjusted to not exceed $5,849,669.61, inclusive of
taxes. Section C of the Eleventh Modification is hereby deleted and replaced with
the following:
Software/Equipment
Total Per Eleventh
Modification
Changes Per Twelfth
Modification
New Total Per Twelfth
Modification
Licenses $1,491,963.00 $0.00 $1,491,963.00
Hardware $2,775,164.21 $0.00 $2,775,164.21
Services $1,170,508.48 $0.00 $1,170,508.48
Maintenance $293,820.28 $201,443.55 $495,263.83
Liquidated Damages ($97,500.00) $0.00 ($97,500.00)
Management Discount ($361,239.65) $0.00 ($361,239.65)
Contract $5,272,716.32
$5,474,159.87
Tax $375,509.74 $375,509.74
Total $5,648,226.06
$5,849,669.61
Further detail regarding the increase in the maintenance is set forth below:
Twelfth Modification Services Maintenance Summary
ANNUAL PRICE
YEAR 1
Base
Maintenance
7/2021-6/2022
Standard SW Support - TransitMaster *208 180,180
SOFTWARE MAINTENANCE - BASE 180,180
Standard HW Support - Fixed Route VI VLU or newer & Touch MDT **77 21,264
HARDWARE MAINTENANCE - BASE 21,264
TOTAL ANNUAL MAINTENANCE AGREEMENT $201,443.55
Item Description Quantity
* Standard SW support for year 1 is for 11 months (August 1, 2021 - June 30, 2022).
** Standard HW support for year 1 is for 12 months (July 1, 2021 - June 30, 2022).
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2. Section 7.4 of the Agreement entitled “Maintenance” shall be deleted in its en-
tirety and replaced with the following paragraph:
Maintenance. After expiration of the Warranties set forth in this Sec-
tion 7, Vendor shall provide maintenance of the System to the City
commencing immediately upon expiration of the Warranties (“Mainte-
nance Term”). The maintenance shall be provided in accordance with
the terms and conditions of the Contract Documents. The Mainte-
nance Term shall expire on June 30, 2022.
3. Except as expressly modified by this Second Modification, all other terms and con-
ditions of the Original Agreement shall be and remain in full force and effect.
4. For purposes of this Twelfth Modification, electronic, faxed, or scanned signatures
shall constitute a valid, binding commitment upon the parties.
IN WITNESS WHEREOF, the parties have executed this Twelfth Modification as of
the date and year first written above.
ATTEST:
______________________________
City Clerk
APPROVED AS TO FORM:
______________________________
Interim City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
Interim City Manager
TRAPEZE SOFTWARE GROUP, INC.
By: _______________________________
DocuSign Envelope ID: 1BF5CC6A-B416-480F-A8D5-43A21B3EA4C7
George Cardona
Richard Blackburn
John JaliliDenise Anderson-Warren
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Packet Pg. 179 Attachment: 2022 OAKS INITIATIVE FORM for Vontas - signed (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))
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Packet Pg. 180 Attachment: 2022 OAKS INITIATIVE FORM for Vontas - signed (5033 : 13th Modification to Contract with Vontas (formerly Trapeze))