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HomeMy WebLinkAboutAttachment 3 - SLO Transit Proposal From Bishop Peak LLCSLO Transit Prepared For Gamaliel Anguiano SLO Transit (San Luis Obispo) Created By John Osumi Bishop Peak Technology, LLC john@bishoppeaktech.com SLO Transit 2 Table of Contents Cover 3 Preface 4 SLO Transit - Mobile App Enhancements 4 Overview 5 Features 5 Main Screen - Bus Positions (Live)6 Route Selection 7 Notifications & Nearest Stops 8 Route Schedule 9 Orientation Tour 10 Two-Way SMS 10 Pricing 14 Deliverables 16 Milestones 16 Payment Schedule 16 Agreement Terms 17 Service Level Agreement (SLA)17 Software Development Agreement 17 SLO Transit 3 Cover SLO Transit Mobile App Enhancements Presented by Bishop Peak Technology SLO Transit 4 Preface SLO Transit - Mobile App Enhancements The purpose of this document is to propose enhancements for the SLO Bus Tracker mobile transit application. Our new services provide your transit users with real-time access to route information, enhance ridership data visualization, and legacy (non-smartphone) support for your organization. We sincerely look forward to working with you on this project. Feel free to contact me if you have any questions about this proposal, the company, or our services. John Osumi Project Manager john@bishoppeaktech.com SLO Transit 5 Overview Features •Track real time location of transit vehicles •Display routes and stops on an interactive map •Easily updatable route schedules •Full integration with existing DRI/Clever Devices GPS system and ETAs for vendor provided stops •Variety of customizations and pricing options to suit the needs of your organization SLO Transit 6 Main Screen - Bus Positions (Live) •When a route is selected, all active vehicle positions are displayed on the map •The user's current location is displayed for reference •If a stop icon is pressed, the user is shown the next ETA for that particular stop •A notification may be set to alert the user when the vehicle is approaching SLO Transit 7 Route Selection •Tapping the select route button (upper left) will open the Route Selection screen •The user may also slide from the left edge of the screen to open SLO Transit 8 Notifications & Nearest Stops •Tapping the Notifications button (upper right) will open the Notifications & Nearest Stops screen •Users can view and modify their active notifications •Nearby stops are displayed below (sorted by geographical proximity to the user's location) SLO Transit 9 Route Schedule •Tapping the Schedule button (bottom) reveals the schedule for the selected route •Schedule is updatable within the administrative website SLO Transit 10 Orientation Tour •Shown when the app is launched for the first time •The tour explains the app features and navigation •The user may optionally skip the tour Two-Way SMS Our platform can give your ridership estimated arrival times by text message (works on most mobile phones). Riders find their [Stop ID] at their stop SLO Transit 11 Text [Shortname] [Stop ID] to 41411 In this case, they will send "CTABUS 548" to 41411 SLO Transit 12 Receive estimated arrival times This example response indicates that, as of 5:07 PM, at stop 548 (at Pulaski & Fullerton), a #53 bus to 31st is due to arrive, and then another one should arrive in 11 minutes. SLO Transit 13 SLO Transit 14 Pricing Subscriptions Name/Description Price Qty Discount Subtotal Two-Way SMS Subscription $3,500.00 / Year 0 Includes 10,000 text messages per month Additional Texts (1,000 / month)$500.00 / Year 0 1,000 additional texts per month (for two-way SMS service) Service Contract $5,400.00 / Year 4 $5,400.00 / Year Contains: *Server Hosting *Customer Support (direct) *Software Licensing *Future App Updates / Bug Fixes / Feature Enhancements Access to the administration website: http://admin.peaktransit.com *Overview real-time vehicle locations and statuses for all routes *GTFS Export *Real-time Performance Metrics *View Two-way SMS usage (if applicable) *Edit registered drivers, vehicles, and routes (if applicable) *Manage centralized dispatch services (if applicable) *Access to New Features (as released) Subtotal:$5,400.00 / Year Total cost: $ Year 21,600.00 SLO Transit 15 SLO Transit 16 Deliverables Milestones Milestone Deliverables Completion Dates 1 All Enhancements Immediately The offeror shall propose notional milestone payment schedule descriptions, amounts and percentages, which will incorporated by mutual agreement. Additional Milestones may be defined at subsequent meetings if necessary. Payment Schedule Upon Deployment - 100% of total SLO Transit 17 Agreement Terms Service Level Agreement (SLA) •Bishop Peak Technology, LLC is not responsible for accuracy and availability of data provided by third-party vendors. •Bishop Peak Technology, LLC will pro-rate your subscription in the event of downtime experienced due to Bishop Peak Technology, LLC server failure. Software Development Agreement This Software Development Agreement (the "Agreement") is entered into and effective as of Dec. 9, 2014 (the "Effective Date"), by and between Bishop Peak Technology, LLC, a California corporation having its principal place of business at 3591 Sacramento Dr. #51, San Luis Obispo, California ("Bishop Peak Technology"), and SLO Transit (San Luis Obispo), having its principal place of Business at 990 Palm St., San Luis Obispo, CA ("Company"). Recital Bishop Peak Technology and Company desire to enter into an agreement for Bishop Peak Technology to develop and deliver to Company a software application as described previously in this document (the "Application"), in accordance with the terms and conditions set forth below. Agreement 1. Software Development Services 1.1 Development. On the terms and conditions set forth in this Agreement, Bishop Peak Technology agrees to perform the software development services to develop the Application as previously described (the "Services"), and to deliver the Application to Company in accordance with the aformentioned schedule. Delivery of the Application will be via electronic transmission, unless otherwise requested by Company. 1.2 Maintenance and Support. Bishop Peak Technology will maintain and support the Application to Company for the first 12 months after Bishop Peak Technology's acceptance of the final delivery. Such maintenance and support services include making reasonable efforts to correct any errors or bugs in the Application and supplying the corrections to Company, and answering questions that Company may have regarding the Application. SLO Transit 18 2. Ownership and Grant of Rights 2.1 Bishop Peak Technology's Ownership. Bishop Peak Technology retains all rights to the specifications previously set forth of this Agreement and any other specifications provided by Company to Bishop Peak Technology pursuant to this Agreement. Company hereby grants and assigns to Bishop Peak Technology, without reservation, all worldwide ownership rights, title and interest in and to the Application, including, but not limited to, patent rights, copyrights, trade secret rights, trademark rights, and other proprietary rights in the Application, subject to Company's rights in any pre-existing materials incorporated by Company into the Application as identified. 2.2 License to Pre-Existing Materials. To the extent that Company has rights in preexisting materials or other rights not otherwise granted to Bishop Peak Technology herein, Company grants to Bishop Peak Technology, its subsidiaries and affiliates a paid-up, royalty-free, irrevocable, worldwide, nonexclusive, perpetual license under such rights to use, display, reproduce, distribute, modify and prepare derivative works of the Application, and to use, reproduce, modify and distribute derivative works (developed by or on behalf of Bishop Peak Technology) of the Application or any portion thereof, with full rights to authorize others to do the same. 2.3 Company's Ownership. Company retains its right, title and interest in the preexisting materials previously identified, subject to the license granted to Bishop Peak Technology herein. For the sake of clarification, nothing in this Agreement is intended to transfer or license any Bishop Peak Technology intellectual property to Company expressly or by implication. 2.4 Assignment and Waiver of Moral Rights. Company hereby irrevocably transfers and assigns to Bishop Peak Technology any and all "moral rights" that Company may have in the Application. Company also hereby forever waives and agrees never to assert any and all "moral rights" it may have in the Application, even after termination of the Services. 3. Payment As consideration for the Services granted to Company in this Agreement, Company will pay Bishop Peak Technology the amounts previously set forth in this document. Such payment will be made within 30 days after Company's receipt of an invoice from Bishop Peak Technology following Bishop Peak Technology's delivery and Company's acceptance of the applicable milestone. SLO Transit 19 4. Warranties Bishop Peak Technology warrants that to the best of its knowledge: (i) the Application does not infringe any patent rights, copyrights, trade secret rights or other proprietary, contractual or legal rights of others; (ii) each of Bishop Peak Technology’s employees, consultants, contractors, partners or agents who has been or will be involved in the development of the Application will have signed an agreement with Bishop Peak Technology conveying all proprietary rights they might have in the Application to Bishop Peak Technology; (iii) Bishop Peak Technology will not use or incorporate third party software or data in developing the deliverables, including but not limited to any third party software that is subject to a "copyleft" license, open source license, share-alike license, GNU Public License (GPL), Lesser GNU Public License (LGPL), and/or data that is subject to an Open Database License (ODbL); and (iv) Bishop Peak Technology has full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights granted to Company. 5. Confidentiality 5.1 Bishop Peak Technology's Confidential Information as used in this Agreement means: (i) Bishop Peak Technology's Specifications, and any information provided by Bishop Peak Technology to Company for use in development of the Software; (ii) any other information disclosed by Bishop Peak Technology to Company pursuant to this Agreement and designated by Bishop Peak Technology as confidential in writing or, if disclosed orally, designated as confidential at the time of disclosure; (iii) the deliverables developed for Bishop Peak Technology pursuant to this Agreement; and (iii) the terms, conditions and existence of this Agreement; provided, however, that "Confidential Information" will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (b) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (c) is independently developed by Company without use of Bishop Peak Technology's Confidential Information ; (d) is lawfully obtained from a third party who has the right to make such disclosure; (e) is released for publication Bishop Peak Technology in writing. 5.2 Company will not disclose Bishop Peak Technology's Confidential Information to any other party without Bishop Peak Technology's written permission and will use reasonable care to protect Bishop Peak Technology's Confidential Information from unauthorized dissemination. Company will not use Bishop Peak Technology's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. SLO Transit 20 6. Term and Termination 6.1 Term. This Agreement will commence on the Effective Date and will continue until terminated as provided in this Agreement. 6.2 Termination for Convenience. Bishop Peak Technology may terminate this Agreement for its convenience at any time prior to Bishop Peak Technology's final acceptance of the completed Application, for any reason or for no reason, by giving Company written notice of termination. Termination will become effective immediately upon such notice. 6.3 Termination for Cause By Either Party. Either party will have the right to terminate this Agreement immediately upon written notice at any time if the other party is in material breach of any warranty, term, condition or covenant of this Agreement and fails to cure that breach within thirty (30) days after written notice of that breach and of the first party's intention to terminate. Such termination will become effective automatically upon expiration of the cure period in the absence of a cure. 6.4 Effect of Termination. Upon any termination of this Agreement, each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that the provisions of Sections 1.2, 2, 4, 5, 6.4, 6.5, 6.6 and 7 will survive termination of this Agreement. Termination will not relieve Company or Bishop Peak Technology from any liability arising from any breach of this Agreement. Neither party will be liable to the other for damages of any sort solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy of either party. 6.5 Option to Complete. In the event of any termination of this Agreement, Bishop Peak Technology will have the option to complete development of the Application. 6.6 Payments by Bishop Peak Technology. In the case of termination for convenience by Bishop Peak Technology or because of material breach by Bishop Peak Technology, Company's sole monetary obligation under this Agreement will be to pay Bishop Peak Technology the fee previously set forth for all milestones completed by Bishop Peak Technology pursuant to the terms of this Agreement, or a pro rata portion thereof for partial completion based on Bishop Peak Technology’s good faith estimate of the percentage of completion of the Services. Under no circumstances will Bishop Peak Technology's liability under this Agreement for claims of any kind exceed the fee previously set forth. SLO Transit 21 7. General 7.1 Independent Development. Nothing in this Agreement will impair Bishop Peak Technology's right to acquire, license, develop for itself, or have others develop for it, similar technology performing the same or similar functions as the technology contemplated by this Agreement, or to market and distribute such similar technology in addition to, or in lieu of, the Application and its Derivative Works. 7.2 Relationship of Parties. Company is a client of Bishop Peak Technology. Neither Company nor Company's employees, consultants, contractors or agents are agents, employees or joint venturers of Bishop Peak Technology, nor do they have any authority to bind Bishop Peak Technology by contract or otherwise to any obligation. They will not represent to the contrary, either expressly, implicitly, by appearance or otherwise. Bishop Peak Technology will determine, in Bishop Peak Technology’s sole discretion, the manner and means by which the Services are accomplished, subject to the express condition that Bishop Peak Technology will at all times comply with applicable law. It will be Bishop Peak Technology’s obligation to report as income all compensation received by Company pursuant to this Agreement and pay all taxes due on such compensation. 7.3 Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors, executors and administrators, as the case may be; provided that, as Company has specifically contracted for Bishop Peak Technology’s services, Bishop Peak Technology reserves the right to assign or delegate its obligations under this Agreement either in whole or in part, without the prior written consent of Company. Any attempted assignment in violation of the provisions of this Section 7.3 will be void. 7.4 Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. 7.5 Jurisdiction and Venue. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Southern District of California, the Superior Court of the State of California for the County of San Luis Obispo, the San Luis Obispo Municipal Court, and any mutually agreed to alternative dispute resolution proceeding taking place in San Luis Obispo County, California, in any litigation arising out of the Agreement. SLO Transit 22 7.6 Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement and will be deemed given when: (i) delivered personally; (i i) when sent by confirmed telex or facsimile; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt. All communications will be sent to the addresses set forth below or to such other address as may be designated by a party by giving written notice to the other party pursuant to this Section 7.6: Bishop Peak Technology: Bishop Peak Technology, LLC 3591 Sacramento Dr. #51, San Luis Obispo, California Attention: John Osumi With a copy to Bishop Peak Technology’s General Counsel at the same address. Company: SLO Transit (San Luis Obispo) 990 Palm St., San Luis Obispo, CA Attention: Gamaliel Anguiano 7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument. 7.8 Trademark Usage. Company will not, without Bishop Peak Technology's prior written consent, use any Bishop Peak Technology trademarks, service marks, trade names, logos or other commercial or Application designations, for any purpose, including, but not limited to, use in connection with any Company Applications, promotions, advertisements or exhibitions. 7.9 No Publicity. Company will not make any press releases, public announcements or other disclosures regarding this Agreement without Bishop Peak Technology's prior written consent, which Bishop Peak Technology may grant or deny in its sole discretion. SLO Transit 23 7.10 Complete Agreement. This Agreement, including all included documents, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties. Signed by: SLO Transit (San Luis Obispo)Date