expresslanes_electronic ticketing app 2014

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May 29,2014

Southern California Regional Rail Authority

Ms. Kathleen McCune

Director

Congestion Reduction

Los Angeles County Metropolitan Transportation Authority

One Gateway Plaza

Los Angeles, CA 90012-2952

Re: Metrolink Enhanced Ticket Distribution Project Application for the 2014 Metro ExpressLanes Net Toll Revenue Re-

Investment Grant Program

Dear Ms. McCune:

On behalf of the Southern California Regional Rail Authority (SCRRA), operator of Metrolink commuter rail service, I am

pleased to submit the Metrolink Enhanced Ticket Distribution Project which adds a new distribution channel, electronic

ticketing (mobile capabilities) to the existing channel, ticket vending machines. The project is located in Los Angeles

County on Metrolink service in the two Metro ExpressLanes corridors. It will also allow Metrolink to reach its customers

with promotional opportunities and to participate in the existing Metro ExpressLanes loyalty program, thereby

enhancing the congestion reduction benefits of the ExpressLanes. Connecting the two ticket distribution channels via

back office system communications wil provide valuable data about real time usage of both. If successful, electronic

ticketing could be expanded to vend tickets on other transit operators

The total project cost is 3.97M, Metrolink is providing 2.2M in match (including cash and in-kind staff

time and

services) and is requesting $1.75M in grant funds. The project is ready to be implemented as soon as funds are

awarded. We are very excited by the prospect of delivering a project that connects people and systems across

transportation modes.

If you have any questions, please contact Anne Louise Rice, Strategic Programming and Development Manager at

[email protected] or 213-452-0211.

Sincerely,

,V~l/LJ

Chief Executive Officer

One Gateway Plaza, Roor 12 Los Angeles, CA 90012 T (213) 452.0200

metrolinktrains.com



FISCAL YEAR 2014-15

CONGESTION REDUCTION

EXPRESSLANES NET TOLL REVENUE RE INVESTMENT GRANT

PROJECT APPLICATION

PART

1

Project Information

Address

One Gateway Plaza 1ih Floor Los Angeles CA 90012-3747

Contact Person

Anne Louise Rice

Phone

213 452 0211

Title

Strategic Programming and Development Manager

Email Address

[email protected]

If joint project include partner agency information below

Agency

Contact Person

Title

Email Address

Phone

X Transit Improvements

System Connectivity/Active Transportation

Highway Improvements



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Project Name

Metrolink Enhanced Ticket Distribution Project

Project Location/Project Limits

In Los Angeles County, on the four Metrolink

routes (SB Line, Riv Line, 91 Line and OC Line) that

parallel the two ExpressLanes corridors

Agency Priority Ranking (if submitting more

than 1 project)

Project Description:

The project enhances Metrolink's ticket distribution program by adding a new electronic/mobile

distribution channel to vend Metrolink tickets to supplement exiting ticket distribution through ticket

vending machines.

The new channel is electronic ticketing and this project wil design, procure and install software,

hardware and a back office system to vend Metrolink tickets electronically. This establishes a new

computing platform from which SCRRA can reach its customers with promotional opportunities and

real time information about train arrival and departure.

The project includes procurement of handheld devices to detect fare media validity. It also enables

Metrolink customers to participate in the existing Metro ExpressLanes loyalty program. Once the

demonstration of this new channel is proven, Metrolink can expand electronic ticketing to other

connecting operators.

The existing channel, ticket vending machines, is maintained under this project. The back office system

for the ticket vending machines will connect to the back office system for electronic ticketing, resulting

in a real time data about usage of both distribution channels.

Project/Program operates along or within the 3 mile boundary

of the corridor?

YES NO

YES

If NO, Project/Program is regionally significant and benefits

the ExpressLanes corridors?

(Regional Significance is defined as those projects that are YES NO

multi-jurisdictional, and/or are included in, or consistent with,

the Metro LRTP, Metro Countywide Sustainabilty Policy and

Implementation Plan, or other relevant sub-regional plan)

Explain how your project is regionally significant:

This project operates with the ExpressLanes corridors but is open to all users of

the commuter

rail lines and is generally supportive of regional congestion reduction. It is consistent with

Metro s LRTP and Metro s Countywide Sustainability Policy.

21Page



CAPITAL PROJECTS

Phase

Start

End

Comments

Month/Year)

Month/Year)

Feasibility Study

Environmental Doc

Design Plans,

Specifications and

Estimates (PS E)

Right of Way ROW)

Construction

NON-CAPITAL PROJECTS

Deliverables

Start

End

Comments

Month/Year)

Month/Year)

O.High Level Design

2/2014

5/2014

Includes system overlay, system flow,

Complete

fare enforcement integration, ticket

design. Associated costs which precede

the grant performance period are not

part ofthis grant request.

1.Fully Executed

8/2014

9/2014

Plan to issue single source contract

Design, Procure and

following fully executed MOU with

Install Contract

Metro.

2. Project Charter

9/2014

10/2014

This is an internal project tracking

document

3. Detailed Design

10/2014

11/2014

Complete

4. Software Limited

11/2014

12/2014

Deployment

5. User Assisted

12/2014

12/2014

Testing and

Production

7. Staff/Fare

1/2015

1/2015

Enforcement Training

8. Deployment in

1/2015

7/2017

Revenue Service

10. Periodic

Evaluations at 6, 12, 24 and 36 month

Evaluations and

mark

Adjustments

l1.Maintenance of

8/2014

7/16

On-going maintenance; ticket vending

ticket vending

machine replacement anticipated

machines

starting in FY 17

31Page



Please note that ifthis project is funded, this schedule wil be added to the grant agreement

and the grantee will be held to this schedule for the purposes of project oversight by Metro.

SECTION F: Project Funding

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Deliverable/Phase

Requested Funds

Local Agency Local Agency In-

Total

($OO(Ys)

Funds (Match)

Kind Funds

($Ooo's)

($000'5)

(Match)

($OOO's)

1-10

$

1,750,000

$

1,750,000

11a-Vendor

1,703,860

$

$

1,703,860

maintenance of

ticket vending

machines

11b-Staff

$

517,500

$

517,500

oversight of ticket

vending machine

1-11

$

3,971,360

41Page



SEGTION G:CommuniiySupporf .'::~,' -c, l', , , , ,:5 /.:' ;,~;~l' ,'/ ,,:.~;;

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The councilor governing board of the applicant must authorize this grant application. Please attach a

copy of the resolution or meeting minutes documenting that action. Or if the project is part of an

approved Plan, please list all

local system regional and state plans in which this project is included and

attach a copy of the section in each plan that includes the project.

Please see attached letter from SCRRA CEO Michael P. DePallo.

SIPage



PART

2

Project Evaluation Criteria

SECTION 1: Sustainable Transportation (up to 20 points)'~ '::' , ',. ):,

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All projects will be scored based upon the extent the project, program or enhanced transit

service supports the following goals within the 1-10 or 1-110 ExpressLanes corridors:

Increases mobility options to support car-free and/or one-car living; enhances transit coverage,

frequency, and reliability within the corridor; connects with and complements nearby transit

projects; provides access to regional trip generators, regional activity centers, fixed guideway,

and Metrolink services; improves access between jurisdictional or community plan area

boundaries; gives priority to transit and active transportation modes; increases the mode share

of transit services operating within the corridor; provides additional resources for

transportation demand management strategies to reduce solo driving; and, promotes the

Metro ExpressLanes.

Describe how your project, program or enhanced transit service meets one or more of the

above goals. In your description please include one or more of the performance metrics

included in Appendix A of this document. attach additional pages if needed)

The Metrolink Enhanced Ticket Distribution Project provides an economically, socially and

environmentally sustainable solution for improving mobility options, attracting new Metrolink riders,

reducing Metrolink operating costs, connecting to other transit operators, enhancing community safety,

rewarding Metro ExpressLanes users and increasing active transportation usage.

The six main elements of the project are: provision of electronic ticket purchasing via a mobile device or

a desktop computer; linkage with Metro's ExpressLanes loyalty program and incentives; establishment

of a platform for promotional marketing; facilitation of interoperability with other operators via

transfers to local buses and mobility services; maintenance of existing ticket vending machines and;

integration of existing smart card and mobile ticketing back office functions. The project is delivered via

a combination of software, hardware, and a virtual back office data storage system for the new

channel and maintenance of the existing ticket vending machines. The back office system for the ticket

vending machines wil connect to the back office system for electronic ticketing, resulting in a real time

data about usage of both distribution channels. This data will inform better service deployment and the

strategy for addressing the aging ticket vending machine inventory.

As a result of the project, which will be supported by

a robust marketing and communications outreach

effort, Metrolink will provide enhanced customer service; improve its own efficiency and cost

effectiveness and contribute to other operators' improvements; help reduce congestion in Metro's

ExpressLanes corridors and offer an innovative fare revenue management product with region-wide

relevancy.

Four Metrolink routes serve corridors that parallel the two major routes of the Metro ExpressLanes. The

Metrolink San Bernardino Line and the Riverside Line serve markets that have a nexus with the 1-10

Metro ExpressLanes. Two routes, the Orange County Line and the 91 Line serve markets that may

61Page



utilize the 1-110 Metro ExpressLanes. Many commuters from the Gateway Cities in Los Angeles County

use a combination of SR-91 or 1-105 to 1-110 to access downtown Los Angeles, especially due to the time

value associated with HOV lanes and ExpressLanes on those routes.

Notably, there are 32 more Metrolink riders passing through the 1-110 Metro ExpressLanes corridor

than the 1-10 Metro ExpressLanes corridor. Similarly, there are more boardings at the Metrolink stations

located within the 1-110 Metro ExpressLanes corridor than at the stations within the 1-10 Metro

ExpressLanes corridor.

The project meets all of the goals identified in this section as described below:

1. Increasing Mobilty Options to Support One-Car Living: The Metrolink Enhanced Ticket Distribution

Project improves mobility options by making purchasing of commuter rail service tickets significantly

more convenient to the customer while providing Metrolink with the flexibility to promote special ticket

offers and marketing opportunities that are commonplace in the electronic world. This convenience will

promote a shift from driving to taking commuter raiL. As a result, household private passenger vehicle

usage wil decline.

Metric 1, Reduction in Vehicle Miles Traveled (VMT): The Metrolink Enhanced Ticket Distribution

Project is estimated to reduce VMT by 10,880,000 annually. This is based on an average trip length of 37

miles and the removal of 294,000 auto trips in a year as a result of an anticipated 5% increase in

Metrolink ridership. Achieving this VMT reduction is anticipated within the first year of the grant

performance period of 36 months.

Z. Enhancing Transit Reliabilty: Real time information about delays of Metrolink trains will be available

to online/mobile app users via various means including Twitter feed. Reliability is enhanced as the

computing platform for these purchases is not subject to failures of physical ticket vending machine

hardware. Information about delays to connecting transit services in Los Angeles, including Foothill and

Metro which parallel the 1-10 Metro ExpressLanes, and Gardena, Torrance and LA DOT, which parallel

the 1-110 Metro ExpressLanes, can be made available in the future, if desired. Scalability with respect to

connectivity is a significant feature of this project.

3. Connecting with and Complementing Nearbv Transit Projects: The Metrolink Enhanced Ticket

Distribution Project will serve four out of seven Metrolink lines, including two of its busiest lines.

Metrolink's 12 stations in Los Angeles County, six of which are in the Metro's ExpressLanes Corridors,

either connect with or complement every single one of Metro's 25 transit projects planned or currently

underway (www.metro.net/projects).

4. Providing Access to Metrolink: The project wil improve access to purchasing tickets for the

Metrolink Orange County Line, 91 Line, Riverside Line and San Bernardino Line for individuals who

would have otherwise driven. Improved ticketing access increases convenience, which is anticipated to

result in higher ridership.

Metric 2, Increased Metrolink Ridership: Based on bus ridership increases experienced on routes using

Metro ExpressLanes Corridors, Metrolink anticipates a 5% increase in ridership, or 372,000 riders within

the first year of the 36 month grant performance period.

5. Improves Access Between Jurisdictional Boundaries: The Metrolink Enhanced Ticket Distribution

Project will have the capability of providing an additional form of fare media for connecting service

throughout the county, which improves access across the hundreds of jurisdictions served by the other

24 transit operators in Los Angeles County. The project provides a platform that is familiar and easy to

use for customers while allowing Metrolink to communicate other operators' connections in a simple

and concise manner.

71Page



6. Providing Priority to Transit and Active Transportation Modes: As discussed earlier, this project is

anticipated to increase ridership on Metrolink within the corridor. With planned interoperability that

will enable use of the Metrolink ticket sold on the mobile app to be used on other transit modes, the

project, in no uncertain terms, makes transit a priority for the transportation agencies that operate

transit and will join in on this interoperable platform. The project is expandable to bike and car-sharing

platforms as welL.

Metric #3, Evaluations at the 6, 12, 24 and 36 Month Interval: Reviews will help Metrolink determine if

adjustments to the project are needed. Adjustments may be required based on feedback from users

and project managers and stakeholders, as well measurements against ridership, farebox revenue,

operations, and safety metrics described in this application.

Metric #4, Increased Active Transportation Usage: Twenty three percent of Metrolink riders walk an

average of 0.66 miles to their station and 3.7 of riders use bicycles. Given the ease of use of the app

for new Metrolink walk up and bike up passengers, we estimate an additional 85,500 walking trips to

Metrolink stations and another 13 764 bikes boarded on Metrolink trains within the first year of

the 36

month performance period.

7. Increasing Transit Mode Share in the Corridor: As discussed earlier, the Metrolink Enhanced Ticket

Distribution Project is anticipated to increase commuter rail ridership. Since 87% of Metrolink riders

used to drive alone, the correlation between ridership increase and mode shift is evident.

8. Providing Additional Resources for Transportation Demand Management (TOM) Strategies to

Reduce Solo Driving: The marketing campaign that will support the Metrolink Enhanced Ticket

Distribution Project provides additional funding resources and new communication channels to promote

TDM messages about commuter rail, a strategy that reduces driving alone.

9.Promoting the Metro ExpressLanes: As part of this loyalty project, Metrolink proposes to become a

qualified transit provider under the ExpressLanes Rewards Program and would allow its riders to earn

toll credits for trips taken on Metrolink within the ExpressLanes corridor. As required by the Metro

program, in order to redeem this credit, the rider must have a toll transponder connected to a transit

media account. The online/mobile app portion of this project is proposed to serve as this account.

Notably, 2.2% of transponders have been registered with the TAP Rewards program. (Metro Board

Meeting April 24, 2014, item 34). Metrolink will simply integrate the Metrolink online/mobile app with

the back office system of the ExpressLanes project in order to fulfill this ExpressLanes project

requirement.

One of the primary objectives of the ExpressLanes project is to better utilize existing capacity

within the 1-10 and 1-110 corridors by employing an innovative operational approach called

dynamic pricing . This approach of transportation network optimization through the use of

technology and operational efficiency strategies represents the future of transportation policy

and planning.

To that end, the concept of network optimization is identified as a key component of

sustainabilty. Projects will be scored based upon their abilty to employ innovative

technologies or system management tools to reduce emissions and/or optimize the capacity of

the existing transportation system

The Metrolink Enhanced Ticket Distribution Project utilizes innovative technology to manage fare

revenue as well as promote easy ticketing and real time train arrival and departure information. The

81Page



fare dispensing technology is innovative in the following two ways:

Innovative Technology Employment:

The project increases customer convenience, especially to younger commuters Millennia

Is), Metrolink's

second largest market segment. Customers wil be able to vend a ticket via www.metrolinktrains.com

or a specialized app from their mobile device or desktop computer instead of purchasing the ticket at a

station. To demonstrate the extent of the potential shift, 62% of all Amtrak ticket purchases are made

via the online/mobile app. We expect a similar percentage of online/mobile ticket sales 12 months after

the option is available.

Employing this innovative technology results in cost savings associated with fewer transactions at the

ticket vending machines. There will be fewer broken parts, less paper for tickets and a reduced amount

of labor required to maintain the machines.

Metric 5, Reduced Ticket Vending Machine Operating Costs: Mobile ticketing is expected to shift

most current fare payment transactions from ticket vending machines to the online/mobile app. The

decrease in traffic at the ticket vending machines wil reduce annual expenses for ticket stock by

$300,000 and machine maintenance costs by $870,000. This reflects a combined reduction in expenses

of 1,170,000 annually. The ticket stock cost reductions are expected in the first full fiscal year, FY 16, of

the performance period. The machine maintenance costs are expected to be maintained through FY 16.

The full effect ofthis metric is expected in FY 17.

Relative to fare enforcement, evasion opportunities will be reduced as fare enforcement offcers will be

able to determine fare validity on their handheld devices. The devices will also be able to detect

information about expired tickets and allow for detailed analysis of fare evasion patterns. The grant

would pay for approximately 60 enforcement devices, which is the number needed for deployment of

the electronic ticketing portion of this project parallel t the two ExpressLanes.

Optimize Capacity of Existing Transportation System:

Moving Toward Financial Optimization: As discussed earlier, the 5% increase in ridership will increase

revenue and in the process, reduce operating costs. This is achieved through reduced costs for

maintenance and ticket stock as well as improved efficiencies of the existing fare collection system.

Metric 6, Fare Revenue Increase: New fare revenue of almost $275,000,000 annually is estimated to

be generated from an increase in ridership of 372,000. This is expected to be achieved within the first

full fiscal year, FY 16, of the performance period.

Metric 7: Higher Fare Box Recovery and Cost Efficiency: Reduced expenses of $1,170,000 milion and

new fare revenues of 275,000 have the potential to increase Metrolink's farebox recovery ratio from

41.3% to 42.5%. This is expected to be achieved by FY 17.

Moving Toward Seat Capacity Optimization on Connecting Transit: The project wil expand the use of

connecting transit service through its transit agreements with transit operators. As an example of the

potential for operational optimization at the regional

level, Metrolink already provides free rides

through a transfer agreement on the Los Angeles World Airports operated Flyaway from Los Angeles

Union Station for Metrolink monthly pass holders.

91Page



Once the demonstration of this channel is proven, Metrolink can expand mobile ticketing to other

connecting operators. On the 1-110 route, this includes LA DOT, Gardena and Torrance bus services, on

the 1-10 corridor, it includes Foothill and Metro bus services. Should the Metro ExpressLanes corridors

expand, the Project would be able to expand with it, conceivably available on all connecting transit

services in Los Angeles County, operated by 24 other transit properties.

Reduced Emissions: Of course sustainability associated with this project is not just measured in terms

of improved revenues and reduced operating costs. Arguably, one of its greatest sustainabilty benefits

is emissions reductions as a result of mode shifting. This program is expected to remove 8,682 tons of

C02 based on the projected number of new riders in the corridor.

;SeCTION 3: 'mplementation otRegional and l:ocarSustaina6i1ty pfans and Policies (up~to 20 /

~ points) /. , ; '. ' , ;,' / ' d, / ,

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Metro's Countywide Sustainability Policy and Implementation Plan (CSPIP) along with SCAG's

Regional Transportation Plan (RTP) and Sustainable Communities Strategy (SCS) identify

principles and priorities to be advanced through a broad range of activities across all modes.

Applicants will be scored based upon the extent the project, program, or enhanced transit

service supports the sustainability policies and programs identified in the CSPIP, RTP or SCS.

Examples include: promoting the use of green modes; better management of travel demand

such as carpooling, vanpooling or telecommuting; transit oriented development; and,

programmatic initiatives such as education and outreach to encourage alternatives to driving

alone; bike/pedestrian safety programs.

a) Describe how the project/program is consistent with Metro's CSPIP (up to 10 points).

Reference the page number(s) of the Plan. (attach additional pages if needed)

The project is consistent with the principles, policies, strategies and metrics identified in Metro's CSPIP

as follows:

Consistency with Principles in the CSPIP: The Metrolink Enhanced Ticket Distribution Project is

consistent with all principles identified on page 7:

a. Access: The project increases access to public transit by increasing ticket distribution channels.

b. Prosperity: Metrolink, combined with connecting transit services, allows for car-free

households (or fewer cars owned by the household) which creates more disposable income per

household.

c. Green Modes: The project is expected to reduce the annual number of solo driving trips by

294,000 annually, which translates into 8,682 tons of C02 removed from the air.

d. Healthy Neighborhoods: 23% of Metrolink riders walk an average of 0.66 miles to the station

and 3.5 of riders arrive via bicycle. This project wil attract more Metrolink users which means a

greater percent of neighborhoods wil have more people using active transportation to access transit.

e. Community Development: Because the mobile/online app can be programmed to display text,

it would be possible to broadcast customized information to users of the application. It could be further

customized to address users based on their origin-destination pair, thus building community among

10 I P age



mobile/online-app users, as well as fixed communities based on station locations.

f. Urban Greening: The project is part of a strategy to increase ridership and switch modes from

driving to transit which is core to urban greening policies.

g. Context Sensitive: The Metrolink stations that parallel the toll revenue corridors largely fit in

Cluster B Communities (pp 19-20) and the recommended place-based policy for this group matches

Metrolink's business model, namely to connect denizens to employment centers, including downtown

Los Angeles and encourage integrated trips with active modes which are discussed above. If the toll

program were broadened, this project would fit within strategies for Cluster C Communities, also

represented in the Metrolink network in Los Angeles County.

h. System Productivity: The project is anticipated to increase Metrolink ridership by 5 and

decrease ticket vending machine maintenance costs by approximately 20 . This level of increased

efficiency in the system helps ensure long-term viabilty, not only on Metrolink, but also on connecting

transit services. By connecting the back offce systems of the electronic ticketing platform and the

existing ticket vending machine platform, data about usage of both channels wil be available. This wil

help Metrolink with performance analysis and inform strategies for addressing its aging inventory of

ticket vending machines and for deploying service more efficiently.

i. Environmental Stewardship: Use of an electronic mode offare media that does not require

ticket stock wil reduce paper usage by nearly 60 . This helps conserve resources associated with

producing and disposing of paper tickets, the distribution of tickets and maintenance of ticket vending

machines.

Consistency with Key Concepts in the CSPIP: The aforementioned principles as they apply to this

project also apply to the key concepts in the CSPP shown on pages 8 and 9. Notably, the loyalty program

in particular supports the bundling strategy discussed on page 8. The variable pricing on the toll

lanes

means drivers who pay more to drive at highly priced periods will be rewarded not only with toll credits

accumulated by riding Metrolink, but also by lower parking costs at Metrolink stations. It is the land use

decisions about Metrolink stations that resulted in more heavily subsidized parking costs, thereby

incentivizing individuals to choose the commuter rail option.

Consistency with Planning Guidance in the CSPIP: The planning guidance discussed on page 13 also

applies to the project as described in the sections above. It is important to note, that the reduction in

vehicle collisions occurs as ridership on Metrolink increases. Mobile ticketing improves the convenience

and attractiveness of public transit as a safe travel mode (commuter rail has a low fatality rate of 0.06

deaths per 100 millon passenger miles, compared to 1.42 deaths per 100 milion passenger miles for

motor vehicles, Public Transportation Fact Book, APTA 2013 .

Consistency with Universal Policies: The Metrolink Enhanced Ticket Distribution Project addresses each

of the universal policies on pp 15-16 either directly or indirectly. It most directly addresses UPI (a)(i),

(b)(i-iii); UP VI; UP VII; UP VIII; and UP XIII. It is important to note that the mobile/online app will be the

second to launch in the county, behind only LADOT. This makes Metrolink, and Metro, its funding

partner through this grant, in the top 4 of transit operators who are early adaptors of this technology,

consistent with the intent of UP IXIII.

Consistency with Metrics: The project can be measured by metrics 3-9 and 11-13 on page 24 which are

largely consistent with the metrics listed in Appendix A ofthe grant application.

lllPage



b) Describe how the project/program is consistent with the goals and policies included in 2012

RTP/SCS up to 10 points). Reference the page number s) ofthe Plan. attach additional

pages if needed)

There is much discussion of Metrolink service in the RTP/SCS document in fact it is mentioned 52 times

which is the equivalent of one mention in every five pages of the 256 page document. This project is

consistent with the goals and policies in the RTP/SCS as follows:

Consistency with SCS Goals: as presented on pages 112 to 113 of the document, the MetroJink

Enhanced Ticket Distribution Project addresses each ofthem:

1. Better Placemaking: As discussed previously the project will increase ridership and with it, more

people who will access the station via active transportation. This reduces reliance on private passenger

vehicles, a hallmark of better placemaking.

2. lower Cost to Taxpayers and Families: This project will reduce the cost of transportation for family

households by drawing new riders out of their expensive solo commutes onto the more economical

option, Metrolink. Additionally, it helps fill capacity on our trains while reducing some operating

expenses. Data about usage on both the electronic and ticket vending machine distribution channels

will help inform Metrolink about the optimal mix of investment in both channels, resulting in lower costs

to taxpayers and families.

3. Benefits to Public Health and the Environment: As discussed previously, this project will attract

more bike riders and walkers who previously drove. Converting to a more active lifestyle promotes

better public health.

4. Greater Responsiveness to Demographics and the Changing Housing Market: An electronic means

of purchasing a ticket appeals to a particular demographic, the Milennials, who represent 30% of our

ridership profie, a tripling in the last decade. They are the second largest segment behind the Boomers.

The project supports our award winning social media campaign to which Millennials respond. This

campaign is a stalwart in our marketing portfolio, and although it only represents 20% ofthe budget, it

generates more activity than any other element. In fact, Metrolink has more social media activity, as

measured by our 26,611 Facebook Friends than all but one transit agency in the state.

5. Improved Access and Mobilty: This metrics that support this goal have been discussed in previous

sections. In short, 3.7% of our riders use bicycles, 23% access their Metrolink station by walking. The

total number of bikers and walkers will grow with the online/mobile app project which will attract an

estimated 5 new riders.

Consistency with Transit Policies: As identified in the RTP/SCS on pages 49 to 52 and pages 153 to 156,

the policies are reinforcing of the ones previously identified in the SCAG document. Notably, the

project helps pursue a cost containment strategy with respect to lower ticket vending machine costs,

including less paper stock.

12 I P age



)ËCiION)i': Local Match (úp to'lÖ points) ~" " '", :/ f :'". f ~ 'f~~.. ~' ~ ;: ¡",;' , "',

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Total Estimated Project Cost

3,971,360

Project Cost Estimates - (Please attach an itemized cost estimate for all expenses based on an

engineets estimate or best information available if not a capital project. Be as accurate as

possible to avoid future cost overruns.)

Projects will be scored as follows:

10 points = 46% or more

9 points = 41 - 45%

8 points = 36 - 40%

7 points = 31 - 35%

6 Points = 26 - 30%

5 points = 21 - 25%

4 points = 16 - 20%

3 points = 11-15%

2 points = 6-10%

1 point = 1-5%

Total Project Cost

3,971,360

Funding Request

1,750,000

Local Match Amount - Cash

1,703,860

Local Match Amount -In-Kind

517,500

Local Match Percentage

55.93

%

13IPage



'SE£TroN1's: €ost Effectivenèss~tup to fC1;porntsj ;;" ',:"f~~"èo' , ;,,'" ;":;;:;;:: ;~:' "¿"'~. ,-: f p '" '. ~~)'

, ~,:, ,,: \, ;~. ,:' , ' , ',' ~~:':.. , .;; -:k:~ , ..,~ ' , :.., , ;~ \' , , ':' /:t : ',' ,$ 7

Cost effectiveness will be based on the grant amount requested, the total project cost and the

estimated useful

life of the project (calculated in years). Estimated Useful Life of the Project is

defined in the eligibility requirements.

The cost effectiveness total will be calculated as follows:

3,971,360

Estimated Useful Life of the Project (number

of years the improvements are expected to

last before they have to be replaced)

Total Cost of Project

x

Grant Amount Requested

1,750,000

Example:

Total Cost of Project $3,971,360

Grant Amount Requested - $1,750,000 = 2.23

2.23 x 7.72 (est. useful

life of project in years) = 17.23 (cost effectiveness score)

Points will be awarded based on the following cost effectiveness scores:

17 +

=

10 points

13-16

=

8 points

9-12

=

6 points

5-8

=

4 points

1-4

=

2 points

Note: Useful

life is based on a weighted average of 15 years for the mobile app portion of the

project (44% of total project cost) and 2 years for the ticket vending machines (55% of total

project cost)

141 P age



:SEeTION 6:' Safety (up to 15 points) ''': r, , : . . :~l; , l / , . : :,

.:/. /- /

/. /.n n or % ~ ~ ~~/ ~ 0 ~ ~ 4 ~ h ~

Scoring will be based on the applicant's abilty to both quantitatively and qualitatively describe

the safety benefits of the project/program.

a) Provide documented accident information or other data pertaining to your

project/program that quantifies the safety benefits. Collsion rate calculations from the

Federal Highway Administration (FHWA) website

http://safety.fhwa.dot.gov/hsip/resources/fhwasa09029/sec6.cfm can be used for

projects/programs that can apply this data.

The Metrolink Enhanced Ticket Distribution Project wil enhance safety in two areas: 1) reduction in

personal threats related to the purchase of fare media on trains and at ticket vending machines and 2)

fewer traffic accidents per passenger mile as a result of switching transportation modes from personal

vehicles to commuter raiL.

Personal Threats on Trains and at Ticket Vending Machines at Stations: Unfortunately, illegal sale of

fare media is a common issue on Metrolink trains and at ticket vending machines. Our customers feel

the presence ofthis criminal element around them. In a 2013 survey 25% said they had personal

security concerns at ticket vending machines.

On weekends there has been approximately twenty people acquiring used tickets and resellng them.

We estimate each person makes 300- 400 in a weekend. The reused tickets are acquired through

intimidation and threats to customers riding the trains and making purchases at the ticket vending

machines, located at all 55 stations on the Metrolink system. The individuals stand near the ticket

vending machines waiting for customers to purchase tickets. There are reports of threats to do bodily to

customers if they do not purchase one of the already used Metrolink tickets. Additionally, there are

reports of individuals approaching passengers who are detraining and asking for their used tickets which

they reportedly attempt to resell near the ticket vending machines. This type of activity is reported as

increasing by 30 in the last two years.

Statistical Odds of Fatalities on Commuter Rail Compared to Motor Vehicles: Commuter rail has a low

fatality rate of 0.06 deaths per 100 million passenger miles, compared to 1.42 deaths per 100 million

passenger miles for motor vehicles, (Public Transportation Fact Book, APTA 2013).

b) Also provide a written description or explanation of

the safety benefits of

the proposed

project/program.

The Metrolink Enhanced Ticket Distribution Project is expected to reduce ticket vending machine usage

by approximately 62 . This project may be the biggest deterrent to the most common crime around

the 130 Metrolink ticket vending machines. In addition to improved personal safety at ticket vending

machines and on the trains, the mode switch will save lives.

15 I P age



SECTION 7: Project/Program Readiness (up to 15 points) ,; :-

:;' ~,' ,~. ~ ',~' ':' ': ,' , i ~,: -~f,:~' -,' ,;:',' :;' / .: ;~:,

Based on the Project Milestone Schedule submitted in PART 1, Section E. For Capital Projects,

points wil be provided based on how much work has been done. Below is a general guide on

how points may be applied:

15 points = Ready for construction (PA&ED, PS&E, R/W Certified)

12 points = PA&ED complete, project within 6 months of construction (e.g. 95 PS&E, R/W Cert

within 6 months of construction)

9 points = PA&ED Complete, project within 12 months of construction (e.9. 50 PS&E, R/W Cert

within 12 months)

6 points = PA&ED Complete, at 35 PS&E, and R/W initiated

3 points = PA&ED Complete

In a similar fashion, for Non-Capital projects, points will be applied based on how much work

has been done and how quickly the project can be implemented.

16 I P age



Application Signature Page

If this application is selected for funding, the information contained in this application will

become the foundation for the funding agreement with Metro.

I certify that I have reviewed the Eligibility Guidelines and that the information submitted in this

application is true and correct and in accordance with the guidelines. If awarded a grant from

Metro, I agree that I will adhere to the requirements and guidelines specified in this grant

application.

Name:

print name)

Title: C..E~ 8ieLE Offc.

Date:s ..3 ¿)- i '(

Required Documentation:

o Application Parts 1 2

o Application Signature Page

o Project Location and Map - project location and project limits, preferably 8.5 x 11

o Statement of Work - provide a detailed Statement of Work (in MS Word format)

o Detailed Cost Estimate (in MS Excel format)

o Documentation of Community Support

Submit two (2) copies of each application (Parts 1&2) along with the required documentation

and one (1) CD-Ror DVD to MTA by mail to the following address:

LACMTA

One Gateway Plaza MS 99-25-1

Los Angeles, CA 90012

ATTN: KATHY MCCUNE

Or

Submit two (2) copies of each application (Parts 1 &2) along with the required documentation

and one (1) CD-R or DVD to MTA in person at the following address:

LACMTA

One Gateway Plaza, 25th Floor

Los Angeles, CA 90012

ATTN: KATHY MCCUNE

Failure to include any of the required documents wil result in a

reduced score and potential ineligibilty

17IPage



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APPENDIX

A

Performance Metrics

Transit

. Increase in headways and/or service span

. Increase in number oftrips

. Increase in farebox recovery ratio

. Increase in projected ridership

. Estimated improvement in on-time performance

. Vehicle speed improvement

. Boarding/Alighting time savings from station improvements

. Emission improvements or other efficiencies from new vehicles

. Increase in number of disadvantaged populations served based on Metro s Title Vi and

Environmental Justice Policy

. Percent of daily/peak period trips starting or ending within Yi mile radius of a transit

station stop

. Percent of population and employment within Yi mile radius of a transit station/stop

. Households within five miles of park-and-ride lots or major transit centers

System Connectivity Active Transportation

. Increase in walk/bike trips to corridor stations

. Increase in corridor transit ridership

. Estimated reduction in collisions from improvements

. Percent of daily/peak period trips starting or ending within Yi mile radius of a transit

station stop

. Percent of population and employment within Yi mile of a transit station/stop

. Households within five miles of park-and-ride lots or major transit centers

. Bicycle mode share bicycle trips divided by total trips)

. Pedestrian mode share pedestrian trips divided by total trips)

. Increase in rideshare/vanpool participation within corridor

Highway Improvements

. Estimated LOS improvements

. Corridor speed improvement

. Volume-to-capacity

. Reduction in collisions

. Travel time savings

. Travel time reliability improvements

. Reduction in Vehicle Miles Traveled (VMT)

181 P age



Expanded Ticket Distribution Program Through Metrolink Online/Mobile Ticketing Demonstration Project

and Ticket Vending Machines TVMS)

(inlll'ejlVô~ile.'Tic:ketqè n():B~#çet..Gr,ant..~è9uest

1. Phase I: Design, Procure and Install Hardware, Software, Back Office System

lA. Design and procure, including 60 hand-held fare media reading devices

lB. Install

1(, Project management by consultant

lD. Project oversight and support by SCRRA staff

Subtotal

900,000

200,000

50,000

100,000

1,250,000

2. Phase II: Integrate, Test, Train and Deploy

2A. Refinements, incl. design, install and procurement enhancements associated with

integration, testing, training and deployment

2B. Project management by consultant

2 , Project oversight and support by SCRRA staff

Subtotal

200,000

50,000

100,000

$

350,000

150,000

$

1,750,000

Project Contingency

Total

l.ocal Contribùtionfôr1'1V Maintenaïice- Cash

3. Ticket Vending Machine Maintenance

3A. Maintenance of 31 machines in LA County during FY 15 and FY 16

Subtotal

$

1,703,860

1,703,860

Loc:alêorittib~tiohfo~TIMMaintenànc:e-'..liîl(iiîd

4. Staff support of TVM maintenance

4A. 1 Full time staff person responsible for lVM maintenance during FY 15 and FY 16

Subtotal

517,500

517,500

Total Local Contribution

Grand Total Grant Request + Local Contribution)

$

$

$

2,221,360

3,971,360



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M TROLINK

New Fare ollection System

Statement of Work

March 14 2014



Metrolink

New Fare Collection System

Statement of Work

Table of Contents

SECTION 1.

1.1

1,1.1

1.1.2

SECTION 2.

2.1

2.2

2.3

SECTION 3.

SECTION

4.

4.1

4.2

4.3

4.3.1

4.3.2

4.4

SECTION 5.

5,1

5.2

5.3

5.4

5.5

5.6

SECTION 6.

SECTION 7.

MOBILE ...........................................................................................................................1-3

SELECTABLE START SCREEN ........................................................,...............,....,.,.....1-5

Buy Ticket ...,.,................................,................,.........................,...............,'............,........1-5

Optional Print At Home ...,...............,..........................................,.,.....,...........................,.1-8

NEXTFARE......................................................................................................................2-1

FARE TABLES........................... ................................................,.. ...,...........................2-3

REPORTING.,. ................................... .... ...... ......,... ............ .... ............................. .....,.......2-5

ACCESS CONTROL..........................................,..............................................,..........,...2-7

SERVICES .........................................................................u,...........................................3-1

PROJECT MANAGEMENT AND SCHEDULE ..............................u...............................4-1

PROJECT MANAGER ................................................................................ ......,............4-9

MANAGEMENT PLAN ..........................,....,................................................................. ..4-9

RISK MANAGEMENT PLAN .,........,................................,.............,......,........................,.4-9

Correspondence Log., ........... .. .. ..... ,. .. ., ...., .... ....., ,......., ...................... ...,.. .............,..4-10

Contract Start-Up Meeting ....,.,',.......,',.........,...........,.... ...........,......... .......... ...........4-10

DESIGN REVIEW ................ ................,..........,...........,........ .,.....,..............,',.............4-10

TEST ......................................u............................u........................................................ 5-11

AGILE METHODOLOGY ..............,............................................,............,',.. .........,......5-11

TEST MODES......................................................................,....................,............... ...5-11

TEST PROGRAM PLAN................,.......................,.......................,...............................5-13

TEST PROCEDURES................................................,..... ..................., ',.................... 5-13

TEST REPORTS..........,.........,........................................,......,...... .............,.....,...........5-13

INST LL TION PL NS

AND PROCEDURES .............................................................5-13

DOCUMENTATION uuu..............u........u................................u........u.............................6-1

TRAINING.........................,..............................................................................................7-1

Figures

Figure 3-2. Ticket Selection using Type Ahead and Drop-Down Menus or Spin Wheels ...... .......... ......... 1-6

Figure 3-3. Example of Selection of a Multi-Day Group Pass ....... ......... .......... ............... ....... ............... .... 1-6

Figure 3-4. Example of a Ticket Purchase Authorizing Payment Screen ..............................,...................1-6

Figure 3-5. 20 Barcode Tickets .................................................................................................................1-7

Figure 3-6, Alert Information Available via Agency Information.................................................................1-8

Figure 3-7. Sample Ticket Printed at Home...............................................................................................1-9

Figure 4-1. Central Computer System ..........., .... .......... ................ ....... ......... ..... ......... ........... ..... ......... ,.2-2

Tables

Table 9-1. Test Phases and Locations ....................................................................................................5-12

Trademarks

Page 1-1

Metrolink Mobile Fare Collection System 03/14/2014

Use or disclosure of data contained on this sheet is subject to the restrictions on the title page of this document



Metrolink


Statement of Work

~~~_.~--~-' ... - '~~~~~~~~--~--~.,~~~.-' ~N.,~~~~.-- -,.~,~-~~- ~---~ ,~,~ =,~--~~.~ ,

Metrolink@ is a registered trademark of Southern California Regional Rail Authority.

NextFare@ is a registered trademark of Cubic Transportation Systems Inc.

Tri-Reader@ is a registered trademark of Cubic Transportation Systems Inc

All other product and service names mentioned herein are the service marks trademarks or registered

trademarks of their respective companies or owners.


Use or disclosure of data contained on this sheet is subject

to the restrictions on the title page of this document

Page 1-2



Metrolink


Statement of Work

SECTION 1. Mobile

The mobile ticketing solutions will need to serve customers with dependable, secure, and easy-to-use

smartphone applications. System must offer a full suite of fare collection options that include not only

mobile ticketing through proof of payment and 2D bar code, but also Near Field Communication (NFC)

tools for smartphone as a secure contactless payment wallet, contact and contactless smartcard

payments, and traditional integrated automated fare collection systems.

The proposed solution for Metrolink will be built upon a foundation of excellence in fare collection systems

and on a mature application framework for mobile ticketing. The approach to installation, configuration,

and localization of our mobile ticketing solutions for the region will ensure that Metrolink offer their patrons

dependable and secure applications that are tailored and branded per agency goals. Vendor will provide

a service for an Android and iPhone mobile ticketing application and related back-end servers/processes

to allow customers to purchase tickets, obtain service related information, as well as perform other value

added services via their mobile device. This Mobile platform will enable regional adoption by allowing

other agencies to participate and create their own branded app.

Mobile solution will include a state of the art mobile ticketing solution for Metrolink that provides:

:f,, A Proof of payment ticket with enhanced security features delivered securely to the customers

mobile phone

.~ Amtrak compatible 20 bar code (for electronic inspection on Amtrak) and future electronic

inspection on Metrolink)

@: Advance purchase tickets

~: Seamless integration with TAP for customers with NFC enabled mobile phones

~ Seamless integration with Metrolink TVMs for customers without NFC enabled phones who need

to obtain a TAP ticket for transfer into LA Metro

Vendor will deliver its Mobile solution as the core technology platform in support of the Metrolink's mobile

ticketing implementation program, Mobile is a flexible and scalable platform built on open systems

technology that is designed to provide the core system functionality for the mobile ticketing system, while

remaining highly configurableto be skinned and configured for each unique customer.

The mature Mobile solution includes a proof of payment and barcode solution that provides the core for

Vendor s vast experience

in the design, build, delivery, operation and support of multiple inter modal

mobile ticketing systems.

While secure barcode ticketing is a key component of the overall system, Vendor also understands that

the Mobile is an extension to the existing customer service provided by Metrolink. The system to be

provided by Vendor places a strong emphasis on customer self-service by enabling:

f : Integration with existing regional systems and services include the LA Regional TAP NextFare

System and its associated infrastructure services

fl Integration with the LA Regional Transit Benefits program as provide by NextFare. This will allow

customers receiving electronic benefits to purchase tickets via their mobile application using their

pre-tax transit benefits

.~ Web-based customer service screens and functions providing a full and complete history of all

interactions between the customer and the mobile ticketing system

~ Customer self-service: Empowering the customer with sufficient information and tools to allow

them to manage their transit and ticketing experience

~); Integrated trip planning and ticket purchase



Page 1-3



Metrolink


Statement of Work

_W,~ - ,- ~_n~_~~-~,,,,, ''''''_'''~W~Y~'~~_~~M','~''~.~. .,-~~~,,,,,_~_,,,,, ,__-,~,,~_,,~,,,,,__,.,~__,,_,,,_,~_,~_~~_~'__'W'-=_~=N~ _.'____~~ ~'~'=n~'.~~~~,,~ 'y

~ Alert engine providing customers with pro-active alerts via push notification

~; Real-time system monitoring tools for Metrolink operational staff to obtain real time information on

system health and performance

,~ Reporting: Real-time and summary reporting

The system provided by Vendor will provide the following optional enhanced features and functions:

.~~ Alert engine including Short Message Service (SMS), email and push notification features

..~); Aggregated data analytics based on Global Positioning System (GPS) location

'~7l Social Media integration via Twitter@, Facebook@, Google™+

~ Customer ability to enroll in a marketing and coupon promotions

~; Payment via ACH bank account)

Web access will be provided in a customer-facing web page for initial customer contact /establishing

secured accounts for use at times of repeat purchases; customer account management, ticket purchase

history.

Mobile includes:

~. A secure communication gateway to the mobile applications

-;1. A Payment Card Industry (PCI) compliant gateway for ticket purchases made through the mobile

application

Ki Customer support and management system

.~J; Sales and revenue reporting for all ticket purchases made via the mobile application

;~ i Integration with LA Regional NextFare

Typical screen shots are presented in the figures below. These figures are representative of Mobile

functionality.



Page 1-4



Metrolink


Statement of Work

,.~~__~~~__K~ .~~~,~~,N~,_ ~_~~~V '_'~~-'_~_'A~._=_ ,~'=_ ~,~,.~_.._N~_, ____._,,,,~,~.'~~ _, ,_~~~~~,~_~~'_ __ _~~_K__~__

1.1

Selectable Start Screen

t3PM

METROLIN

In a configurations menu the customer can decide which

screen should be the start screen of the app.

': ,,,h::~ ß , ~ *t~ A : &t:; v :

Your Startpsge

Figure 3-1 shows the Selectable Start Screen's various

choices.

Buy a

Tlcket

,¡

Tlckirts

1.1.1

Buy Ticket

Favorites

In the Buy Ticket screen, the customer is given the option

to purchase a ticket. The purchase ticket screen generally

consists of the making various selections:

@ Origin and destination station/zone

~; Ticket/fare type

'@: DatefTme of travel

~: Payment

~l Optional validation

ÎlfTêtabléS

Please choo the view to start

the Melrolink ap,

Ticket selection can also be made using a selection from

the 'Favorites' menu that stores previous ticket purchases.

This shortcut provides a faster and more convenient

method for ticket purchase.

~ ~ ~~ G~ n.a

r(;''f~r;(i:d t li:r,'l ~,.,*ii ' R t...w i.'Ä,, u.o

Figure 1-1. Selectable Start Screen

The Buy Ticket function can be navigated from a number of different screens, such as the Home screen,

and the Trip Planning screen.

Once a ticket has been purchased, the ticket information (visual and barcode) will be displayed, as shown

in Figure 3-5 below.

In order to mitigate against last minute purchases, whereby a passenger attempts to buy a just in time

ticket, the system will include a configurable timer, per ticket type. For example, a One-Way ticket may

have a timer set to 5 minutes. In this case, a One-Way Ticket would not be valid until 5 minutes after it

was purchased or the system can be configured to display a flashing icon for a set period (e.g. 5 minutes)

indicating the ticket has just been activated

Vendor has implemented a number of UI techniques in other mobile ticketing systems to make the ticket

selection simple and convenient for the customer. Examples are:

'@: Using previous ticket selections

~ Selecting stations from

a map

:f; Using the GPS coordinates of the phone to find the nearest station

~~'f Drop-down menu

,~ Type ahead and automatic name filling

ti Selection wheels

#¡il Tapping a NFC smart tag or OR code to populate origin data and prompt for destination


Use or disclosure of data contained on this sheet is subject to the restrictions on the title page of this document.

Page 1-5



Metrolink


Statement of Work

' ,'~.~__~~_~ '''_ ~ ,_'~ ,_ '~'_A,~~~___~ ,_,,,~'W ,,,~,,, ~.~_~'n_,,,=~.n~.__'__.A_,__,__~_,,'_' _~'~_~~ 4_~ ''' ,_'',,-'~'_W~'_''' ~'_..~v.w~_

Examples of ticket purchase screens are shown in Figures 3-2 through 3-4 below. Vendor will work with

Metrolink team to determine the optimum solution.

Plca$(lchQo$(l your f(lilllon:

From LA union sttion @l

To Oc .

Please choose your ticket:

Single Trip

7-Day Pass

Mootlly Pas

ê" El7t ~ r:F'" "u

$;iltlM 0. ~~l'" j hI" "" ll"'e,,' "''¡ 'I """

YOR TRIP PRE

LA Un Sta to Ocansde

Sten Disc POr

~

)'

)

Figure 1-2. Ticket Selection using Type Ahead and Drop-Down Menus or Spin Wheels

wekend Day Pass

LA. Union Station to Oceanside

Studenl Dj:sunt Prìce

$10.00

from: March 15,101.4

10: March 16, 2014

ê ~(; ~~ r'9 ....

0i.~ ll ,~~ f;i~- '$ 1 ~A-:~' -$.'0

Figure 1-3. Example of Selection

of a Mult-Day Group Pass

y'

Figure 1-4. Example of a Ticket

Purchase Authorizing Payment Screen

The Ticket Activation function may be used by customers who have purchased a ticket in advance. An

example may be if a customer buys a One Way Ticket and intends to use it on a subsequent day.

Additionally, the customer may be asked immediately after ticket purchase to activate the ticket.

In order to activate a ticket a customer would perform the following:

'e.; Select a ticket from the 'Tickets' menu or immediately following ticket purchase.

@ Select the "Activate Ticket" function or simply press the highlighted ticket. The customer will be

presented with options to confirm the activation of the ticket. Once a ticket has been activated it

will set an expiration time dependent on the ticket type.



to the restrictions on the title page of this document.

Page 1-6



Metrolink


Statement of Work

,~,_""=-~__,,,~_~,,==,,,__=~_,,,,_~~,__,,__~~'.-.-.__'_Y_="M.V. ,_._.,.'",'W '_~"'~~~~_'N"'"~_"_"'" ,_,~""_.~~,,,~,,.,,c~,~.=-,,._,.,~,,~N,._'_'~_~~V'~"~W_~'~-~.~n'_'''._'._''~h_~~''~"'''''_''~~~_~

The types of tickets that can be sold via the mobile application will be configurable from the server. The

system shall support the following Metrolink ticket types and business rules:

d~l One way

.~ Round trip

lt; Advance purchase

ff 7 day pass (validity starting on day of purchase)

~~ Weekend pass

9: Monthly Pass

fi Optional 10 Trip - note that this ticket type is not currently supported on the Metrolink fare rules

however Metrolink have indicated that they would like to re-introduce this ticket type. Ten trip

tickets can be purchased via the mobile application and activated when ready for use.

When displayed don't the mobile phone application, the ticket validity is clearly displayed allowing fast

visual inspection by Metrolink staff. The display will show:

@~ Type

lt: Geographic validity (e.g., origin and destination stations)

lt. DatelTme validity (display will clearly indicate if ticket is valid, about to expire, or expired)

:~j¡. Rides remaining (if applicable)

The barcode is an electronic representation of the ticket that has been delivered to the Mobile Application,

The barcode ticket is generated by the server and contains all of the ticket information, including a

cryptographic signature that can be validated.

Vendor's system uses a standard barcode format that is compatible with Amtrak services, An example of

the 2D barcode is shown in Figure 3-5,

7-Day Pass

Regular Fare

From. L.A, Union Station

To Oceansìde

VALID

From: Sat. March 15. 2014

To' Frl. March 21, 2014

Price $105.60

Metrolink

Seriai: 0125462

Figure 1-5, 2D Barcode Tickets

7-Day Pass

Regular Fare

1"l~~1

;fflrr:'

'. ï.~i

~. L'1i

I ~¡¡ '.z

Pnce 5105.60

Mettolink

So:riai,0125462

7-Day Pass

Regular Fare

Purchased at 021251137:01 am

Mastercard ##6543 exp,

08115

Ui@iMt¡#IEMFlffi"

E)(plrl's in:



Page 1-7



Metrolink


Statement of Work

-''''_=""~~_.A''___V.V~,~~~,__.,,.._~.,._~"~_A=~~'''''''''_'_'',~,~"",~_,_,"~'_'__".=""~An'''.n~",,_.,''r~~~~..'M"~'AV'VH,__,_y_,__",~",~""",~~__-"~""~~"'~"-_YA'____~~"~'_'~~~~.,"~_.,~~~~~~~-~

Registered users have the option to enable alert notifications via the Mobile Application. The alert

notifications provide proactive information regarding the customer account, tickets and the transit service.

Alert notifications would primarily be delivered from the Mobile server via push notifications directly to the

Mobile Application. Metrolink may elect to enable alert notifications via SMS. Enabling alerts via SMS

requires a SMS aggregator to be selected. Vendor has integrated with a SMS partner, OpenMarket

(ww.openmarket.com). The types of alerts that can be delivered to the Mobile Application are shown

below:

r, Account Alerts:

.. Credit card on file expiring

.. Credit card on file expired

.. Active Ticket expiring for multi day tickets such as

weekly or monthly passes)

.. Active Ticket expired for multi day tickets such as

weekly or monthly passes)

.. Ticket expiring for tickets purchased in advance

but not yet activated)

.. Ticket expired for tickets purchased in advance

but not activated).

.. New Mobile Application version available advise

upgrade)

.. Mobile Application version - must upgrade when

support for older versions of the application are

imminent).

.. Password reset links - the customer can be sent

an SMS containing a secure URL to allow them to

reset their password

.. Ticket sale confirmation

.:~'t Service Alerts would advise of service disruptions on

Metrolink routes. The customer will have the ability to

configure their alert settngs as follows:

.. Account alerts on/off

.. Service alerts on/off

.. Alert notification time period startend, e,g., only send alerts between 6 am to 5 pm

.. Alert deliver mechanism - SMS/Push/Email (if SMS notification is enabled)

.. Max frequency

Please refer to Figure 3-6 for sample Alert information.

1.1.2

Optional Print At Home

_ ii '/ Line 405 to Los- f.ngel:;s

,'n tlset-aclo 1 6t

M0r,teheJ,,;G~l:r:erce ¡I)ja:.'

(7: ~Si:m dè¡iarture¡.

3S' ,ni::l.es age

;t4' ..lNT ¡j)\e 2C3 k V~¡¡ ~:n;;e~sõ

wJl use track 3. a~ Ur;:o~

Statior' tod~y 17:3u38

-: :l".u-:i.re¡.

4~ "1ìrwli;s a;c

_ 58 Lir:t: :;,13 to Las ;.r;çeles is

c~r:ci:lied dueto a ;r:echa ~ìcaj

is",LEe. Plea3ê talce ¡rJin ) 1~-

dE'P3f1ir:g 18 mm,1::s later

3t-c:.1 an h~ur :igo

'.liew..1j

Internet I Protected Mode: On "~': Ìi'"

Figure 1-6. Alert Information

A vailable via Agency Information

As an option, Vendor is able to offer a 'Print at Home' feature to allow Metrolink tickets to be purchased

and printed from home using a standard web browser, see Figure 3-7 for a sample ticket printed at home

from our mobile ticketing solution in Germany. If Metrolink selects the optional 'Print at Home' feature, the

ticket format will be tailored to Metrolink. Since these types of tickets are easy to fraud, Vendor

recommends that Metrolink would need to introduce on board inspection for all print at home tickets. A

mobile phone based inspection device would be carried by all ticket inspectors who would scan the bar

code on the print at home ticket The inspection device would provide audio and visual feedback on the

ticket validity and warn the inspector if the ticket was being fraudulently used.



Page 1-8



Metrolink


Statement of Work

"'Wn~"'"~~'_~~'~'~~"O='Y'~"""'"~"""'~V_~~~=~~~_''''~~,~~_,~...,__"~=",,.._.n'rl~.~..._. H'''~'~'_''~'-~'._'~''~-___

Since Metrolink has indicated that on board inspection is not desirable at this time, this option is

mentioned as a future upgrade.

..

KVV'

l'nr O:l~ T,ot~iH mfl &f

e55)

~jl'f~i:vnttlt'l ~'tt ~er K.~~

;./Xtf ip l~£'~ M W'.,

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~*~. '3~ Ql.;:"t\

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At ~D ~ ~-~ I'UWt&r-et

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~tt ,m~~,,"~t4\i~~

::JTf jè~t ~~ ;j,'A)f\l

lil¥'\~l

h~-c~~~..N H~ '*;.f'i~

L.o~H K)ß.I.r'" ,~

5~"i ~%'t~. l;~~'f,~rn,"), rcl~ .t~xMr~.:

~il~'.\)i;w=jl

~.', /f.~'~h~"~'r¥:ì.f,( l§;.x,.

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RogIQS1o '" Klmlor

t:1.10

iNsm OV2li:iOt4

0hal'it 09: ;l

ChAi1yC:liblc

,,,,,"110:

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m

HU

Figure 1.7. Sample Ticket Printed at Home



Page 1-9



Metrolink


Statement of Work

_'~ ~,,_y~__,~ ~~'~___~'_Y'.,~~,~~~,,,_.~___~'~~LW,,~_~,~,_ ,~,__ ,~~_,__,~ =_,,,_y_,c~,~,~ _ '~~_'~- W. . .'Ú 'U_~___~ ~~ .,.~~,~..~ ,,~_~_~N..._~.v.__.='~N .~ '_'_Un''''U''.~.,,_, -='''''~-'~'''~~'~' .--~.,.~-=~,--

SECTION 2.

NextFare

Vendor will be providing its AFC back office system softare, NextFare. Metrolink will have their own

copy of NextFare operating in the LA Metro back office region, and it will be configured to be

interoperable with the other regional transit suppliers. Because Metrolink will have its own copy of

NextFare, it will have full control over its fare tables and system parameters. Since Metrolink is a proof of

payment system, the transactions received by NextFare will be sales transactions, Any use of Metrolink-

issued TAP media will appear in the service providers copy of NextFare and not in Metrolink. This should

allow for an uncomplicated deployment of NextFare, with fairly basic reporting requirements. Should

Metrolink eventually move to electronic media validation in the future, the validation equipment will

provide inspection transactions and these transactions can easily be accommodated in the system for

reporting. NextFare is described at a high level in the sections below and is graphically shown in Figure 4-

1 below,

While the Metrolink deployment will make minimal use of many of these components, the major

components of NextFare are summarized below:

~. . Access Control: Access to NextFare and AFC devices can be controlled from NextFare, Access

is granted by user classes, where each user of NextFare is assigned to one or more classes.

f;. Operational Management: The AFC system has a number of downloadable parameters that

define the operational characteristics of the system. Functions such as fare tables, peak/off-peak,

passback, and grace periods are all controlled by variables downloaded from NextFare. The

Operational Management Module controls and manages this variable data and downloadable

software.

@; Data Acquisition and Data Enhancement: The Data Acquisition Module supports a standard

set of application programming interfaces APls) that allow compliant devices to connect to and

send data to NextFare. This application also validates and authenticates data.

t,: Transit Application Management: The Transit Application Management Module provides

functions to track and monitor use of a card in the transit environment from its production initial

load), until it reaches expiration or is otherwise taken out of circulation.

£¡ Negative List: The Negative List Management Module supports manual and automated

processes to negative list serialized media, automatically update the negative list, and

automatically delete expired cards.

tv Data Summarization: This is a process where the detail data is organized at various summary

levels in support of the standard and Ad Hoc report processes. This module provides the

summary of transaction/rides and value.

e; Reports Framework: Vendor has a number of proven reports developed in Hummingbird@,

~~: System Monitoring: Vendor has developed the AFC Monitoring System (AFCMS), which

graphically displays the state of the devices and identifies any exceptions.



Page 2-1



Metrolink


Statement of Work

'ô' _,_._.,.~,~ ,_,=,.w ,.~~ ~___~'.~, ,~,_,,~~,_.~.,,~.,~'m'_,=~,~_'__o~ ~=~ __V~VC, n .'.'_ ..-.__~__,,~~ '_'~_ ._._,,__~_n,._ ~_. ,~,_m.',~',.w .,-__ ,~,,,_~..'. - ,., _ ,~. ~__. ~,,~_..,.w~~,_~,,_~,~~,,_~..,,,,,~~~=~~__~

.. ßu\\d - Operate

S\~'(

\)e

Mail)

fè) .

'I/)

HAS

GENERAlEOGER

CODA

PNC MERCHf'NT SERVICES

METIX

OPERATIONS AND

CUSTOMER SERVICES

AUTOLOAD

PREPAID BENEF

WEB

RES

FREQUEN

P

RAL TRNSIT

BUS

TRSIT

POINT OF SALE

PAR~lNG

FERRY

Figure 2 1. Central Computer System



Page 2 2



Metrolink


Statement of Work

~O~~~~_,__~~_~,~~_~~~_~_'~~ _n'~W ~_~~'. '~'_'V_~~'~_,_~_~~,~w.~,~~-~-_y_~.__,~,,,~,,,_.~_~~,.,~.,,~.,,.,~,,,,~ ,~_ ~ ~ 'A'''__''O'~ .v.~_,~~~-~,_~w_'''_~_''''~__,~,.,,~..~''_~='~

fi: Fraud Analysis: This module has a configurable set of analysis rules that can be applied to the

serialized fare media managed by our system. These rules are rather diverse and are aimed at

detecting situations where the card fleet does not behave as expected. For example where the

value used exceeds the value purchased or the rides used exceed the rides purchased. Cards

with fraudulent activity can be negative listed, reported on, or both.

~j¡ Cash Reconciliation: This obtains said to contain data on all inbound cash containers. Users

can enter the counted revenue. Reports then display cash container status and discrepancies

between counted and said to contain amounts

.fl Revenue Management: Detailed revenue and ridership data is summarized in a variety of ways

to ease trend analysis.

:~1i Credit/Debit Switch: NextFare can process contact and contactless debit and credit cards. The

Metrolink TVMs will leverage the PCI compliant payment gateway used in the LA METRO

configuration.

t& Autoload: This allows Metrolink to remotely add or remove value and passes from patrons'

Smart Media. This can be done once, or set up to happen on a recurring basis based on a value

or ride threshold, or based on time for time based passes, Transit benefits, credit cards, or some

combination can be used for billing.

.~j¡: Patron Web: This is a web based self-service portal that allows patrons to order Smart Media,

set-up autoloads, review transaction history, and update their information.

.f; Transit Benefits: Employers can be configured, such that their employees regularly receive

autoloads for passes or value on their employee's Smart Media. Transit benefits can be set up

per employer. Each employee can receive a subset of those benefits. Reports have been defined

with benefit history and information that could be the basis for an invoice.

~;,; Transit Benefits Web: This is a web based self-service portal for HR professionals to manage

Transit Benefits for their employees.

Note that the features and functions of NextFare related to TAP card management (Autoload, Hotlist,

CrediUDebit) and controlled and managed by the Regional Central Data Collection System (CDCS) that is

managed by LA Metro. Metrolink will; however, have complete control over the management and control

of their own TVMs and POS devices via their own NextFare instance.

2.1

Fare Tables

The NCS menu-driven GUI provides the ability for authorized users to manage the software and

configuration data of the AFC devices. Most of the device configuration data (operational parameters, fare

tables and software) is published to the devices using an explicit publishing mechanism that allows for

selective publishing to defined subsets of devices. This allows publishing to be limited to a single test

facility for example or a phased deployment of new device softare.

The fare tables control device behavior such as:

~'i Fare products (what is sold):

. Operators where this product can be used and/or sold

. Media type CSC, LUCSC, etc.)

. Rider class full fare, employee, senior, child, etc.)

. Ticket type

. Validity period if applicable)

. Ride limit if applicable)

. Maximum transfers

. Can this product be autoloaded



Page 2-3



Metrolink


Statement of Work

y._,~.__.,~_N n__~~~_._., ._._~~~, ~~W._.~W~.W~__~~~_ ,~,=~_~_~,,,,.'~~h'N ~~._~n,~~,,_.N'=~_'~~~___~~~~=-~~~_ ~_,~~v,,,~,~~'~==_~__~__'_A~~_~'~_~_'

. How fares are calculated-flat fare, zone based, or sector based

. Pass

back time

. Applicable transfer rules

. Amount to be charged for sale and use (by time, location, mode, service level, etc.)

tf Time categories when products can be sold and used)

~" l Service types (regular, express, peak, etc.)

~Ìf Transfer rules (validity, pricing, etc.):

. Allowed/disallowed Vendor points and/or routes

. Transfer validity period

. Applicable transfer upgrades

. Tag in time for rail and bus

This allows the authority fine grained control over fares, so they can exactly match the region's fare

policy.

Rather than specifying a time for each device to download new tables, the publishing mechanism allows

control over when the new tables should be made available for download. The AFC devices periodically

request a table manifest. (This is configurable but typically set to four hours.) After new tables are

published, the next manifest download will reflect the updated tables. When the device sees the newer

versions in the manifest, it will download the updated tables and report back to the NCS that it is using the

new tables. A report is available to show the configurations in use by each device. Since a device always

requests a manifest when it is booted, a device reboot can be performed to force an immediate table

download if necessary. If an issue is discovered before the new configuration is made available, the

operation can be cancelled.

The publishing mechanism specifies the configuration that the device should currently be using and

optionally allows the specification of a configuration to be downloaded, but only activated at a future

specified time. This allows a fare table change to be published and downloaded in advance and activated

by all devices at the same time.

If it is necessary to revert toapreviously published configuration, this can be done by simply republishing

the desired configuration. Once published, configuration data is locked from further changes, so it is

possible to revert to any of the previously published configurations, providing the configurations are not so

old that they have been archived out of the database. To reduce data entry, the GUI supports the cloning

of most types of configuration and fare table data to use as the basis of a new version.

All data entered via the GUI is done so using form-based data entry. However, most devices also use

some local configuration (.INI) files for configuration of the basic operation of the device. These .INI files

are bundled as part of the softare release for each device, and are only modified as part of the softare

development process. The contents of these files are not user settable and therefore they cannot be

modified using the NCS GUI.

The NCS GUI can be accessed from any Workstation connected to the system. The ability to modify and

publish configuration data is managed by the NCS Access Control mechanism. This allows fine-grained

control over which operations each user can perform, at a page leveL. Edit permissions can be assigned

by user for page data on the GUI, but not for different parameters on the same GUI page. The system

includes an auditing mechanism which records all changes made through the GUI into log files and the

audit data can be used to determine when a particular change was made, from where and by whom.

The fare tables are built by filling in NextFare menus, as described above for the configuration set-up.

New tables can be created by data entry, or by cloning and modifying a historical fare set. As with the



Page 2-4



Metrolink


Statement of Work

' , ,~,_~,=__~_~,~,,,~,,,,,~,=~~~_, ~'~U.,,,~_,,.~_._.~NN_ __.¥._,~.'o~~,',~~,~ .,,',~ _. .,~___ ~ ,~.~,__~_,_.,,,.~ 'n~~_~~~ '~-N'-= ~~-'~~''''-~-'_~n~_N=. ~._,_ ,~ ~h~~

configuration data, each fare set has a unique 10 and the devices will request any updates required by

their configuration. The fare sets also have an activation date when they become active in the device.

Fare table definition is controlled with the same access control mechanisms and NextFare tracks all

changes made. The fare tables show Metrolink Transit how the devices will respond to issued media.

2.2

Reporting

NextFare has a very powerful reporting engine delivered via the standard off the shelf tool, Hummingbird.

Hummingbird provides a number of standard reports, as well as a powerful ad hoc reporting tool allowing

users to create and manage their own reports. Ad hoc reports can also be created by the LA Metro team

who manage the Hummingbird server for the regional participants. The Hummingbird reports access the

Oracle@ NextFare database for all detailed and summary reports.

The following section lists the type of reports available.

The reporting tool provided has wizards available for use in developing ad hoc queries/reports against the

NextFare database. The ad hoc queries/reports can be viewed prior to being printed. Once defined by the

user, the ad hoc query/report definition can be saved and stored for re-use. Reports can be run on

demand or can be scheduled to run at predefined times and exported to various outputs.

The Oracle database management system provided can be queried directly using SOL This can be done

through the reporting tool, the TOAD@ or using SOL *Plus TM. The queries can be viewed prior to being

printed. Once defined by the user, the query definition can be saved and stored for re-use. These queries

are typically reserved for IT personneL.

In the reporting tool, these queries can be turned into ad hoc reports that can be run on demand or

scheduled,

Pre-programmed reports and graphs have been generated with the Hummingbird reports tool with

standard output formats and columns clearly titled. This tool provides the means to clone the standard

reports to make new revised versions, to revise the existing reports, and create new reports or charts as

the need arises. Hummingbird can also export data to other tools such as Excel for more complex

graphing and charting, should that be necessary. The reports can also be exported to PDF. In addition,

reports can be run on demand or can be scheduled to run at predefined times. They can be output to the

screen, exported to a file or sent to the printer. Hummingbird allows the report writer to select, group, sort

and summarize data as appropriate. Wizards are available for ease of report development. Prompts are

made available in the reports as appropriate to provide fil-in-the-blank functionality. Hummingbird allows

for ad hoc SOL commands to be executed. Both standard and custom reports will be available for

authorized end-users to run from a menu.

Vendor has developed its standard reports through extensive reviews with LA Metro and other transit

authorities. Vendor will provide its standard report library to Metrolink as part of the deployment. The total

list of reports available in Hummingbird is shown below. Some of these will not be applicable to Metrolink

staff but are shown here for completeness, Vendor will work with Metrolink and LA Metro staff to ensure

that the right types of reports are available.

.~);

A020

fi1.

A021

:4'$

A022

Current Software Configuration

Current Device Table Configuration

Current Hardware Device Configuration



Page 2-5



Metrolink


Statement of Work

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- Personnel Access Control List

- Hot Listed Transit Cards

- Hot Listed Card Activity

- Offender Report

- Passenger Verification Summary

- Transit Card Transaction History

- Device Transaction History

- Incomplete Transaction Details

- Fraud Analysis Report

- Distributor CSC Orders Accounts Receivable

- Distributor CSC Orders

- Patron CSC Orders with Shipping Information

- Cash Transaction Details

Smart Card Transaction Data Enhancement

- Device Transaction Summary

- Suspense Log

- DebiUCredit Details

- Directed Autoload Delivery Summary

- Directed Autoloads Currently Pending

- Directed Autoload Delivery Details

- Directed Autoload Exceptions

- Threshold Autoload Setup Summary

- Threshold Autoload Active Authorizations

- Threshold Autoload Setup Details

- Threshold Autoload Setup Exceptions

- Threshold Autoload Delivery Summary

- Threshold Autoload Transaction Details

- Threshold Autoload Debit/Credit Payment Summary

- Threshold Autoload Pending Debit/Credit Payment

Threshold Autoload Transactions Completed Debit/Credit Payment

- Threshold Autoload Debit/Credit Bank Rejections

- Directed Autoload Completed Credit Card Transactions

- Bus Facility Probe and Vault Activity

- Buses From this Facility Probed at Another Facility

Buses From Another Facility Probed at this Facility

- Buses not Probed

- Bus Cashboxes Probed not Vaulted

- Bus Cashboxes Vaulted Not Probed

- Clearinghouse Rule Sets (Clearing)

- Clearinghouse Categorization Rules (Clearing)

- Clearinghouse Apportionment Rules (Clearing)

- Clearinghouse Summary Activity (CODA)

- Clearinghouse Gross Position by Account (Clearing)

- Clearinghouse Category Transaction Summary (Clearing)

- Clearinghouse Category Transaction History (Clearing)

- Clearinghouse Net Position by Account

- Clearinghouse Ledger Entries

- Cashbox Tracking by Type

- Cashbox Tracking by Facility



Page 2-6



Metrolink


Statement of Work

~~~ ~ .,._. _y_y~,,,,~~,. _v_.~,~c_n~ -NC~~...~,~~'_'''___~ ~~,=,~~,~,_ , ,,, ~ __~~_N'''~'''-'=__'~~'_''' ''''~~~~. ,,~~~~~~._.,,_~.~.'='o~' . ~~~~,,__.,.___._~.wN'.w,W~~

:ti

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-

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~;

E210

-

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~'f

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-

Equipment Inventory by Facility

@

F010

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Fare Table Summary

~; F015

-

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'sÏf

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Fare Instrument Summary

@~ F030

-

Fare Instrument Details

..@;

F040

-

Fare Instrument Purchase Controls

~~

F041

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~

F050

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,~;

F051

-

Fare Instrument Purchase & Use Charges (Zone based)

.~

F060

-

Fare Instrument Transfer Controls

~:

F070

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Fare Instrument Transfer Charges (Flat Fare)

:f¡;

F080

-

Transfer Upgrade Map

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F081

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Transfer Rules

:fi.

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-

Fare Actions

:f¡;

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Key Operations

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F200

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Service Types and Fare Levels

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Time Periods

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M010

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Device Event History

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Device Event Last Occurrence

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Current Equipment Status

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M105

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NCS End of Day Log

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M120

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Database Audit Trail

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M250

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POS Maintenance

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M410

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Bus Device Event History

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M412

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Receiver Vault Event History

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-

RF Exceptions

t:i

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Smart Card Usage Summary

~ f

P100

-

Ridership Totals by Category and Time of Day

.'@:

P101

-

Ridership Averages by Category and Time of Day

@:

P105

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Ridership Totals by Device and Time of Day

't¡

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Ridership Totals by Device and Category

~9.

P110

-

Ridership Totals by Facility

;~';:

P111

-

Ridership Averages by Facility

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Ridership Totals by Route, Category, and Time of Day

'j:

P121

-

Ridership Averages by Route, Category, and Time of Day

.tf

P200

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Pre-Paid Customers and Defined Benefits

dsi~

P205

-

Pre-Paid Benefits Members

*~

P210

-

Pre-Paid Benefits Loaded to Card

.~

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-

Expired Pre-Paid Benefits

~~~~

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Pre-Paid Benefits Accounts Receivable

:$\

P400

-

Bus Route Activity Summary

~

P410

-

Bus Route Activity

2.3

Access Control

The Vendor NextFare system provides an access control module which allows the system administrator

to identify personnel, roles, and access. Control can be applied to the GUI screen leveL. This module will

be used by Metrolink staff to control access to the Metrolink NextFare GUI, TVMs and Point of Sale.



Page 2-7



Metrolink


Statement of Work

.~._~_~~ .~,~.~___,.v,_~ _~W~, ~~~~~..,~._...'n_~_'_' _,___,._=~=~~~,~~~,~ ~A'~_~'~V~'''~__'__~Ov,,,,,~,,,,_'_~~~.v~_. ,=~_,~._.v._, '_ WN~' O .h.~,,_~,_,_m ,,,e'.',~~.u_..,,~,,~~~,,~.~..,,.~,, '~'_'AW ~~~ .n_. ~~_ __~_,_v,~. ~,,=~._

SECTION 3.

Services

The services are to be determined upon mutual acceptance of the Statement of Work.



Page 3 1



Metrolink


Statement of Work

SECTION 4

SECTION 4

Project Management and Schedule

Based on a successful record of delivering complex fare collection systems worldwide, the Vendor Team

will enable Metrolink, and its regional partners to achieve their long term goals. Metrolink can be confident

that our extensive and diverse experience in transit solutions and services will deliver a value proposition

that serves all stakeholders needs well into the future. Vendor's management team offers the full

confidence of solution delivery while keeping the program on schedule and within budget.

Vendor can deliver on an expedited schedule which offers significant cost and time savings benefits to

Metrolink. We are intimately familiar with migrating large complex fare collection systems to the latest

technologies including open payment and Near Field Communication (NFC)-enabled mobile ticketing,

and are doing so today in other major cities,

The vendor's Program Manager, will work closely with Metrolink and its stakeholders to address project

goals, risks, benefits, and deployment strategy as they impact program execution. He will manage day-to-

day project planning, and interface with our project team and equipment suppliers, and ensure a smooth

transition to operation and maintenance phases of the program.

Project Management Process

Vendor's Project Management Process is an element of our iSO 9001 certified Quality Management

System. It is based on the principal guidelines identified in the American National Standard ANSI/PMI

99-001, and the Program Management Institute Project Management Body of Knowledge. We have

been using, and improving these management processes for over 12 years and will apply them to the

project, as we have to every project that we have been engaged in.

Process Description

Project management, as it applies to the project, is the application of knowledge, skills, tools, and

techniques to project activities to meet project requirements Project management is accomplished

through processes, using project management knowledge, skills, tools, and techniques that receive inputs

and generate outputs.

In order for the project to be successful, the project team:

~¡l Selects appropriate processes within the project management process groups, described below,

that are required to meet the project objectives


se or disclosure of data contained on this sheet is subject


Page 4-1



Metrolink


Statement of Work

v___~~_~,__~__...._~,,,~_~~,_,,=__~~,.~....,,~~,~,,~~_~.-AV"~_~'n =w_v_~~v,~,...~.__.,~_=,.___,.~,""~U~U__ ,_,~V,~."__n" .~,"'''.~._.'__''n_. ,,_~__. '_._,n' '~"A.~~.UA-__.""n._",,'.,.._ v_._."""~ ~,~".

re: Uses a defined approach to adapt the product specifications and plans to meet project and

product requirements

~: Complies with requirements to meet stakeholder needs, wants and expectations

~ i Balances the competing demands of scope, time, cost, quality, resources, and risk to produce a

quality product

~~: Establishes partnerships with key stakeholders such as the customer, key subcontractors and

third-party participants to maintain consistent communications and objectives

The following process descriptions have been derived from the Project Management Institute "Project

Management Body of Knowledge," and will be tailored to meet specific requirements:

@ Scope Management

~¥ Time Management

:~?i Cost Management

@ Communications Management

@ Risk Management

(ø: Procurement Management

~: Quality Management

~: Human Resource Management

CG i: Integration Management

These processes interact with each other and other processes. Each process will involve effort from one

or more persons or groups of persons, based on the needs of the project. Each process occurs at least

once in every project and occurs in one or more project phases, if the project is divided into phases.

Although the processes are presented here as discrete components with well-defined interfaces, in

practice they can overlap and interact.

Scope Management

Project Scope Management for the project includes the processes required to ensure that the project

includes all the work required, and only the work required, to complete the project successfully. Project

scope management is primarily concerned with defining and controlling what is and is not included in the

project.

~ Scope Planning: Creating a project scope management plan that documents how the project

scope will be defined, verified, controlled, and how the work breakdown structure (WBS) will be.

create and defined.

~: Scope of Definition: Developing a detailed project scope statement as the basis for future

project decisions.

@ Create WBS: Subdividing the major project deliverables and project work into smaller, more

manageable components,

(: Scope Verification: Formalizing acceptance of the completed project deliverables.

~: Scope Control: Controlling changes to the project scope.

Vendor utilizes its documented processes and procedures to establish and document the items, but the

ultimate key to success is partnering and collaborating with the customer to ensure common objectives,

communications and schedule are clearly understood and achievable. Vendor has a history of partnering

with its customers. We have offices in every location where we support major

projects including

Washington, DC; New York; Chicago; London; Brisbane; Vancouver; and San Francisco. These offices

are staffed with key project team members, such as program managers, engineers, commercial and

administrative staff, in order to work locally with all the project partners.




Page 4-2



Metrolink


Statement of Work

Time Management

Project Time Management for the project includes the processes required to accomplish timely

completion of the project. The Project Time Management processes include the following:

; Activity Definition: Identifying the specific schedule activities that need to be performed to

produce the various project deliverables.

f,; Activity Sequencing: Identifying and documenting dependencies among schedule activities.

:gi Activity Resource Estimating: Estimating the type and quantities of resources required to

perform each schedule activity,

iíit Activity Duration Estimating: Estimating the number of work periods that will be needed to

complete individual schedule activities.

.~ Schedule Development: Analyzing activity sequences, durations, resource requirements, and

schedule constraints to create the project schedule.

'fi Schedule Control: Controlling changes to the project schedule.

These processes interact with each other and other processes. Each process will involve effort from one

or more persons or groups of persons, based on the needs of the project. Each process occurs at least

once in every project and occurs in one or more projected phases, if the project is divided into phases.

Although the processes are presented here as discrete components with well-defined interfaces, in

practice they can overlap and interact.

The work involved in performing the six processes of Project Time Management is preceded by a

planning effort by the project management team. This planning effort is part of the Project Management

Plan, which produces a schedule management plan that sets the format and established criteria for

developing and controlling the project schedule,

Program planning, scheduling, status, and cost control are the responsibility of the Project Manager and

are supported by Vendor s Program Planning and Control Department. Specifically, they support:

;~ ; Development of the detailed program schedule

f,; Determining current status of the project, based on effort expended

~ Reporting project status monthly

@; Preparation and maintenance of a modified CosUSchedule Status Report (CSSR) for defining and

interrelating the tasks and events that must occur to accomplish project objectives

@: Monitoring and tracking direct labor costs by relating task accomplishment to budget on an

on-going basis

d¡ f Performing an analysis of project problem areas and their recommended solutions

@ Providing an independent assessment of project status based on the measurement of work

completed versus that scheduled and the estimated cost to complete the work

Vendor uses Primavera@ to generate and maintain all project schedules.

Cost Management

Project Cost Management for the project includes the processes involved in planning, estimating,

budgeting, and controlling costs so that the project can be completed with the approved budget. Cost

management involves the following three processes:

~ Cost Estimating: Developing an approximation of the costs of the resources needed to

complete project activities.

it,: Cost Budgeting: Aggregating the estimated costs of individual activities or work packages to

establish a cost baseline.



Page 4-3



Metrolink


Statement of Work

~ Cost Control: Influencing the factors that create cost variances and controlling changes to the

project budget.

Project Cost Management is primarily concerned with the cost of the resources needed to complete

scheduled activities. However Project Cost Management should also consider the effect of project

decisions on the cost of using maintaining and supporting the product service or result of the project.

Project Cost Management considers the information requirements of the project stakeholders. Different

stakeholders will measure project costs in different ways and at different times. For example the cost of

an acquired item can be measured when the acquisition decision is made or committed the order placed

the item is delivered and the actual cost is incurred or recorded for project accounting purposes.

The ability to influence cost is greatest at the early stages of the project and this is why early scope

definition is criticaL.

Although not shown here

as a discrete process the work involved in performing the three processes of

Project Cost Management is preceded by a planning effort by the project management team. This

planning effort is part of the Project Management Plan which produces a cost management plan that sets

out the format and establishes the criteria for planning structuring estimating budgeting and controlling

project costs

The cost management process includes:

:~); Earned Value: Earned value management computation formulas for determining the estimate to

complete are defined.

W Reporting Formats: The formats for the various cost reports are defined,

The cost management planning effort occurs early in project planning and sets the framework for each of

the cost management processes so that performance of the process will be efficient and coordinated

Communications Management

Project Communications Management is the area that employs the processes required to ensure timely

and appropriate generation collection distribution storage retrieval and ultimate disposition of project

information The Project Communications Management processes provide the critical

links among people

and information that are necessary for successful communications between Metrolink users the project

team and other stakeholders. Project communications is particularly important at the stage of the system

entering revenue service. Vendor has found that customer education in advance of transition to the new

AFC system deployment is critical to project success. Everyone involved in the project should understand

how communications affect the project as a whole. The Project Communications Management processes

include the following:

:~; Communication Planning: Determining the information and communications needs of the

project stakeholders.

~ Information Distribution: Making needed information available to project stakeholders in a

timely manner,

fl Performance Reporting: Collecting and distributing performance information. This includes

status reporting progress measurement and forecasting.

.~ Manage Stakeholders: Managing communications to satisfy the requirements of and resolve

issues with project stakeholders.



Page 4-4



Metrolink


Statement of Work

Vendor has learned from implementing a large number of fare collection systems and services that the

communications is important and that it evolves as the implementation progresses. The stakeholders

increase as the project progresses and ultimately include the agency customers and all of the different

business units of the agency and service providers. For customers, it is important to provide positive

information about what is coming and the benefits to them so they can embrace the change, and for the

business units responsible for operating and administering the system it is important to provide the

required tools and reporting so they can achieve buy-in early in the process. Vendor utilizes these

communications processes and stakeholder partnering to ensure that all participants and users of the

system are part of the ultimate solution.

Risk Management

The following is a general description of Vendor s approach to Risk Management.

Project Risk Management includes the processes concerned with conducting risk management planning,

identification, analysis, responses, and monitoring and control on a project; most of these processes are

updated throughout the project. The objectives of Project Risk Management are to increase the

probability and impact of positive events, and decrease the probability and impact of events adverse to

the project. The Project Risk Management processes include the following:

fj; Risk Management Planning: Deciding how to approach, plan, and execute the risk

management activities for a project.

íi Risk Identification: Determining which risks might affect the project and documenting their

characteristics.

,,? Qualitative Risk Analysis: Prioritizing risks for subsequent further analysis or action by

assessing and combining their probability of occurrence and impact.

~' Quantitative Risk Analysis: Numerically analyzing the effect on overall project objectives of

identified risks.

if Risk Response Planning: Developing options and actions to enhance opportunities, and to

reduce threats to project objectives.

~~¡l Risk Monitoring and Control: Tracking identified risks, monitoring residual risks, identifying

new risks, executing risk response plans, and evaluating their effectiveness throughout the

project life cycle.

Project risk is an uncertain event or condition that, if it occurs, has a positive or a negative effect on at

least one project objective, such as time, cost, scope, or quality (i.e., where the project time objective is to

deliver in accordance with the agreed upon schedule; where the project cost objective is to deliver within

the agreed upon cost, etc.). A risk may have one or more causes and, if it occurs, one or more impacts.

Procurement Management

Project Procurement Management for the project includes the processes to purchase or acquire the

products, services, or results needed from outside the project team to perform the work. This section

presents two perspectives of procurement. The organization can be either the buyer or seller of the

product, service, or results under a contract.

Project Procurement Management includes the contract management and change control processes

required to administer contracts or purchase orders issued by authorized project team members.

Project Procurement Management also includes administering any contract issued by an outside

organization (the buyer) that is acquiring the project from the performing organization (the seller), and

administering contractual obligations placed on the project team by the contract.



Page 4-5



Metrolink


Statement of Work

The Project Procurement Management processes include the following:

~~1l Plan Purchases and Acquisitions: Determining what to purchase or acquire and determining

when and how.

~): Plan Contracting: Documenting products, services, and results requirements and identifying

potential sellers.

~; Request Seller Responses: Obtaining information, quotations, bids, offers, or proposals, as

appropriate.

~q Select Sellers: Reviewing offers, choosing among potential sellers, and negotiating a written

contract with each seller.

ç' Contract Administration: Managing the contract and relationship between the buyer and seller,

reviewing and documenting how a seller is performing or has performed to establish required

corrective actions and provide a basis for future relationships with the seller, managing contract-

related changes and, when appropriate, managing the contractual relationship with the outside

buyer of the project.

~: Contract Closure: Completing and settling each contract, including the resolution of any open

items, and closing each contract applicable to the project or a project phase.

Quality Management

The following is a general description of the Quality Management process.

Project Quality Management processes for the project includes all the activities of the performing

organization that determine quality policies, objectives, and responsibilities so that the project will satisfy

the needs for which it was undertaken. It implements the quality management system through the policy,

procedures, and processes of quality planning, quality assurance QA), and quality control QC), with

continuous process improvement activities conducted throughout, as appropriate, The Project Quality

Management processes include the following:

'G; Quality Planning: Identifying which quality standards are relevant to the project and determining

how to satisfy them.

;' Perform Quality Assurance: Applying the planned, systematic quality activities to ensure that

the project employs all processes needed to meet requirements.

~~'i Perform Quality Control: Monitoring specific project results to determine whether they comply

with relevant quality standards and identifying ways to eliminate causes of unsatisfactory

performance.

Project Qualiy Management addresses the management of the project and the product of the project.

While Project Quality Management applies to all projects, regardless of the nature of their product,

product quality measures and techniques are specific to the particular type of product produced by the

project.

Quality management compliments project management. For example, both disciplines recognize the

importance of:

n Customer Satisfaction: Understanding evaluating defining and managing expectations so

that customer requirements are met. This requires a combination of conformance to requirements

and fitness for use.

@; Prevention Over Inspection: The cost of preventing mistakes is generally much less than the

cost of correcting them, as revealed by inspection.

'G; Management Responsibility: Success requires the participation of all members of the team, but

it remains the responsibility of management to provide the resources needed to succeed.



Page 4-6



Metrolink


Statement of Work

.~~ Continuous Improvement: Vendor is committed to continuous improvement with the objective

of improving the quality of the project s management as well as the quality of the project s

product.'

Human Resource Management

Project Human Resource Management includes Vendor processes that organize and manage the project

team to support the requirements of the project. The project team is comprised on the people who have

assigned roles and responsibilities for completing the project. While it is common to speak of roles and

responsibilities being assigned, team members will be involved in much of the project s planning and

decision making. Early involvement of team members adds expertise during the planning process and

strengthens commitment to the project. The type and number of project team members can often change

as the project progresses.

The project management team is a subset of the project team and is responsible for project management

activities such as planning, controlling, and closing. This group can be called the core, executive, or

leadership team. For smaller projects, the project management responsibilities can be shared by the

entire team or administered solely by the project manager. Senior management works with the project

management team, typically assisting with matters such as project funding, clarifying scope questions,

and influencing others in order to benefit the project.

The Project Human Resource Management processes include the following:

.r . Human Resource Planning: Identifying and documenting project roles, responsibilities, and

reporting relationships, as well as creating the staffing management plan.

Al Acquire Project Team: Obtaining the human resources needed to complete the project.

~ ; Develop Project Team: Improving the competencies and interaction of team members to

enhance project performance.

~?i Manage Project Team: Tracking team member performance, providing feedback, resolving

issues, and coordinating changes to enhance project performance.

Integration Management

Project Integration Management knowledge includes the processes and activities needed to identify,

define, combine, unify, and coordinate the various processes and project management activities. In the

project management context, integration includes characteristics of unification, consolidation, articulation,

and integrative actions that are crucial to project completion, successfully meeting customer and other

stakeholder requirements, and managing expectations. Integration is making choices about where to

concentrate resources and effort on any given day, anticipating potential issues, dealing with these issues

before they become critical, and coordinating work for the overall project good. The integration effort also

involves making trade-offs among competing objectives and alternatives.

The need for integration in project management becomes evident in situations where individual processes

interact. For example, a cost estimate needed for a contingency plan involves integration of the planning

processes described in greater detail in the Project Cost Management processes, Project Time

Management processes, and Project Risk Management processes. When additional risks associated with

various staffing alternatives are identified, then one or more of those processes must be reevaluated. The

project deliverables also need to be integrated with ongoing operations of either the performing

organization or the customer s organization, or with the long-term strategic planning that takes future

problems and opportunities into consideration.



Page 4-7



Metrolink


Statement of Work

Integration is primarily concerned with effectively integrating the processes among the Project

Management Process Groups that are required to accomplish project objectives. The project integration

management processes include:

.~ Develop Project Charter: Developing the project charter that formally authorizes a project or a

project phase.

~'; Develop Preliminary Project Scope Statement: Developing the preliminary project scope

statement that provides a high-level scope narrative.

fi Develop Project Management Plan: Documenting the actions necessary to define, prepare,

integrate, and coordinate all subsidiary plans into a project management plan.

r ; Direct and Manage Project Execution: Executing the work defined in the project management

plan to achieve the project s requirements defined in the project scope statement.

~l: Monitor and Control Project Work: Monitoring and controlling the processes used to initiate,

plan, execute, and close a project to meet the performance objectives defined in the project

management plan.

Jii Change Control: Reviewing all change requests, approving changes, and controlling changes to

the deliverables and organizational process assets.

ref Close Project: Finalizing all activities across all of the Project Management Process Groups to

formally close the project or a project phase,

Experience Utilzing the Process

Vendor's experience utilizing project management processes is evidenced by the following:

,€j; Vendor has been utilizing our project management process for over 12 years,

.Gy Vendor is registered under registration number 950980213 for compliance to ISO 9001- 2008

with TÜV SÜD America Inc., Management Service Division. ISO certification was originally

granted to Vendor on May 11, 1998 and has been maintained since that time.

@: Vendor's project management processes are applied to every project that we are engaged in.

Vendor greatly values its employees and encourages all employees to maintain, upgrade, and update

their skills and education through company sponsored education programs and training, Vendor's training

programs, both internal and external, enable our company to maintain a high level of consistency and

focus on customer and company objectives and goals, and they provide a vehicle for our employees to

continually improve and enhance

their skill set and industry knowledge. Vendor program managers

routinely share lessons learned from previous projects, and offer companywide recommendations for

implementing project management tools in an effort to continuously improve processes.

General

The delivery of a quality AFC System on schedule and within budget is met through the use of an

effective and efficient program management team. The highest levels of Vendor management believe that

superior program management is the key factor in the success or failure of a project. Through

management and reporting structures, senior management is able to keep fully aware of the project's

status. This gives them the ability to make additional resources available to the project should it become

necessary. Detailed management of resources at the project level is the day-to-day responsibility of the

program manager. Disputes over access to and adequacy of resources have clearly defined escalation

paths to Vendor senior management.

Vendor has developed our program management approach through over 40 years of experience

supplying technology projects to a variety of customers around the globe. Additionally, Vendor's success

has been the direct result of its bench depth of program managers, engineers and customer service



Page 4-8



Metrolink


Statement of Work

~"',,,,~,,,~~'~~,___~,u~_,w~' ~~_~.,_.,~~~.~.".,.,,____~,~,"~",~,_.~,_~~_,,~~,~~~_.~___._~~,~,~w~~.,~,.,.,,_.' """'e~~~~_""~' ,~ ~.__w_, _V~nm.,~~~__.,_w_~_~_-~~".~'.A""_~~~~

personnel having experience gained from many other similar programs. Vendor s employees must have

the requisite disciplines, skils and experience to complete Metrolink s contract, as required. They

understand the requirements, issues, risks and goals associated with a program of this scope and do not

require any learning curve to be successfuL.

4.1

Project Manager

The Project Manager is responsible for the overall contract through the end of warranty. The roles and

responsibilities of the Project Manager are:

ti Ultimately responsible for cost, schedule, and technical performance for the Metrolink contract.

~'f Primary point of contact with Metrolink, responsible for customer satisfaction.

~' ; Responsible to ensure that all contract requirements are met.

~¥ Management of program scheduling and resources, including subcontractors.

fj; Accountable to Vendor senior management for program status and updates.

~~ Coordination of all program plans.

~ Responsible for partnering activities with Metrolink and the subcontractors.

4.2

Management Plan

Vendor s approach to Program Management is directed by internal

ISO 9001 compliant operating

procedures. Vendor s ISO 9001 process requires a structured and integrated Program Management

approach to ensure timely, successful completion of the design, development, integration, test,

implementation and commissioning of the project, including the transition to operational status in the

managed service environment. Central to this system is an array of management processes and tools to

aid the management staff. The Project Manager uses these processes and tools to ensure that the

integrated system solution satisfies all of the customer requirements and the project remains on schedule.

Completion of the Program Management Plan (PMP) is the first action taken following contract award.

The PMP is the vehicle the Program Manager uses to present a detailed description of contract

requirements and the contract execution approach.

The PMP will be updated as necessary to incorporate all changes in the project, its implementation, or its

schedule.

4.3

Risk Management Plan

Vendor s risk management process is an integral part of our iSO approved Program Management

system. The risk management process is embedded in the daily management of every systems

integration project and is evident in every status, program management and customer review. The risk

management process is fundamental to each Vendor project and includes flow-down to vendors,

subcontractors and/or partners, as required. The Risk Management Plan will

list the risk assessments for

all deliverables and all major tasks defined in the Master Program Schedule, including impact

assessments and risk mitigation plans for high risk deliverables and major tasks.

Risks are characterized by:

:0; Broad based in nature

:~); Usually addresses a long-term consequence

4Y Uncertainty of occurrence

fj; Mitigation strategies to be employed to reduce probability of occurrence and/or impact

f-i Potential for negative impact to project



Page 4-9



Metrolink


Statement of Work

~,___.~~.,,_,~ .~__,~_~..__' _.'._'. _~_,, ~,N~N'Hm 'H=-.-.V~'_ _V'___~~~'~ -= ~___.,_~,_,___Yn,,~ ~__ ._ .,,,~,,===,v~____'~ ~_'N_'~v _'~ ._ ,,,_~,o,,,'~'~~'~'_. ~~~.n'~'n~,,,._~~,,v,~~ M ~~V~ ~~ 'n~~--~~-,._..---- ,

An effective Risk Management Process limits the number of issues on a project and lessens the impact of

issues through risk mitigation planning. A summary of our risk management process is as follows:

'~'j Risk Identification

~~ Risk Analysis

~; Risk Mitigation

~ìj Risk Tracking and Control

.ì ~~ Risk Reporting and Review

The risk analysis commences during the proposal stage of the process, with an engineering assessment

of all customer requirements as compared to our current product suite. All customer requirements are

documented for compliance during this process. New design elements are identified, as required by the

customer's requirements, and associated risks are compiled.

Following contract award, the Project Manager uses this information to identify and quantify the major risk

areas (both actual and anticipated) on the program. Risk areas will be identified at the start of the

program and strategies to be employed in risk mitigation identified. The Project Manager provides early

warning of these areas to management and develops a comprehensive strategy to deal with all identified

program risk areas.

The risks, values and mitigations will be constantly reviewed. The register will be maintained throughout

the life of the program.

4.3.1

Correspondence Log

Vendor's contracts department tracks all formal correspondence as part of the day-to-day process.

Correspondence logs are consistently kept up to date and reflect status of each item; i.e., items awaiting

a response. Also, the log will identify, by letter number, items that are related or address the same topic.

4.3.2

Contract Start-Up Meeting

Within three weeks of the contract NTP, a Contract Start-Up Meeting will be held with Metrolink to discuss

the plan going forward, including conceptual design information, data required from Metrolink, and

concept of operations.

4.4

Design Review

Given the planned adoption of current LA Metro AFC design features, Vendor suggests a single design

review to finalize screen flows for the TVM and NextFare parameters for the Metrolink instance of

NextFare. This will require that we have several working sessions in advance of the review to get things

to the point where the

final decision can be made.



Page 4-10



Metrolink


Statement of Work

h, . ~ e~=.~_~_H.__'_~ __'~''''''' ''' ,~_ ,,~,.H._._...'.___.v~_.~~~~. n._.W'-.=_M ,.W,V.. '__W. 'A _' .~~= ~~M,_..,~..'~~~n ,~m_, _._. . ._,~~,.,,~ ~n'. ~.~_.,.'~_.~_____ U~ =~~'V' ,_~_ ._.,,,~,~, ' , ,N,,~_,,,~_,,_Y_~'''~'~'''~'~~'--n''~'~''~~

SECTION 5.

Test

Vendor s System Test Group is staffed with highly experienced Test Engineers whose primary function is

to ensure that every system Vendor deploys has been fully tested to verify the system performance,

environmental and functional requirements. All testing efforts are tightly scripted using detailed test

procedures performed on First Article production hardware running softare controlled by the Software

Configuration Management (SCM) group.

As an iSO 9001 :2008 certified company, Vendor s test program is governed by Process Flow 04.01.03,

World Wide System Test - Verification and Validation process, shown in Figure 9-1 below. This process is

the result of the most recent collaboration between Vendor, San Diego and Vendor, United Kingdom and

specifies the actions to be taken during the design, development and implementation of system testing.

As shown in Figure 9-1, the process calls for specific interactions between Vendor development teams

and system test, and Metrolink at various stages in the process.

The experience and adherence to process that Vendor brings to system testing is evident in the many

fielded systems currently in operation throughout the world. As required in the specification and

documented in the process, Vendor will submit a Test Plan, Test Procedures, and Test Reports to

Metrolink for review and comment. These activities and the planned durations and execution dates for all

testing will be part of the Master Program Schedule.

5.1

Agile Methodology

Vendor s development process (Agile) demands that unit and some reasonable level of integration testing

are performed by the developer and when those tests pass the software is released to the system test

team for true integration and requirements verification,

Using the Agile methodology for system development brings the system test and development teams

together as an integrated whole. The essence of the Agile methodology is time sequenced development

(Sprints) with integrated testing, debugging and functional demonstrations as part of the development

process.

Demonstrations of the developing system are performed after a Sprint is completed. This activity brings

the development team, test team and customer team together as witnesses to the continuing system

development.

5.2

Test Modes

Table 9-1 below identifies the tests to be performed in support of this project. The scope of each test is

identified in the following paragraphs:

~i Unit and Integration Testing: The primary responsibility for running and verifying the results of

these tests falls to the engineering development team, These tests are software centric but also

include some hardware testing to ensure the hardware is not causing faults in the software, The



Page 5-11



Metrolink


Statement of Work

scope of this testing is to ensure initial development reflects the design and functions as

expected.

K§ Factory Acceptance Testing: This testing is made up of four different Vendor tests as

described below. These are formal tests and Metrolink is invited to witness any of this testing, at

their discretion:

.. Production Acceptance Test PAT) is performed in Tullahoma on every piece of equipment

Vendor builds. This is a hardware centric test with minimal functional testing. The scope of

this testing is to ensure the devices are built to approved drawings and built correctly.

. First Article Inspection Test FAIT) is performed in San Diego on the first articles from the

Tullahoma production run or deliverables from other, outside manufacturers. Before

beginning this test the San Diego QA team generates an Equipment Configuration and

Serialization Record (ECSR). That ensures the hardware going into the test lab is correct and

built to the approved drawings. That ECSR is made part of the

test report at the end of this

test. The scope of this test is hardware centric while also verifying power circuits, diagnostics

and cycle testing where necessary.

. Device Software Acceptance Test (DSA T) is performed in San Diego on each piece of

equipment that makes up the system. The scope of this test is software centric. Each device

in the system is subjected to its own set of tests to verify its functionality and performance

meet requirements. As each device is tested the other devices, including the backend

system, are considered support equipment for the device being tested. Using this method

the system is already beginning to be tested as an integrated whole.

.. System Integration Test SIT) this test is performed in San Diego when DSATs for each

device are complete. This methodology ensures any anomalies found during the SIT can be

attributed to system integration or configuration issues because the DSAT for each device

has already been completed and any issues found have been written up in the Vendor bug

tracking tool Quality Center.

'i ;; Demonstrations: Regular demonstrations are built into the AGILE development methodology.

The purpose of these demonstrations is to enable Vendor's development, test and management

teams to see actual progress being made on a regular basis, Metrolink are invited to witness any

or all of the demonstrations at their discretion,

~); Installation Acceptance Test IAT): If Metrolink decides on a standalone system hosted in their

own facility, then Vendor shall perform an lAT. An installation acceptance test would be

performed on the Host Server.

~ Acceptance Testing: Vendor calls this a System Acceptance Test (SAT). Specific duration and

requirements of this test will be decided during the project planning phase.

Table 5-1. Test Phases and Locations

Test Ptiasèš.

Ilocation

Scope of (Fest '

Participants

"

.

Softare Unit and Integration

Vendor San Diego

Informal

Vendor

Testing

Factory Acceptance Test:

(fà

Hardware PAT)

Vendor Tullahoma

Formal

Vendor/Metrolink

i.j¡

Software (DSAT)

Vendor San Diego

~

Softare SIT)

Vendor San Diego

Demonstrations

Vendor San Diego

Informal/Formal

Vendor/Metrolink

Installation Acceptance Test (IAT)

Installation Site

Formal

Vendor/Metrolink

Metrolink Mobile Fare Collection System 03/14/2014 .


Page 5-12



Metrolink


Statement of Work

5.3

Test Program Plan

Vendor will prepare and submit an overall Test Program Plan to Metrolink for review. The test plan

provides a comprehensive, structured program that will provide a high degree of confidence in the

configuration and function of the system. The test plan will be a tool to plan and control the development

and execution of all test and inspection efforts. The Test Program Plan identifies all tests to be performed,

internal and external dependencies among and within the tests, test locations, anticipated durations,

failure definition and reporting, failure resolution process, and required staff.

5.4

Test Procedures

Test procedures for all tests will be submitted to Metrolink for review. The test procedures will include, as

a minimum, the following:

:@; Objectives of test

~'f Number of units of equipment to be tested

.~ Number of stations to be created for testing purposes

4?; Test environmental conditions

iii: Detailed test procedures, including individual steps within each procedure

~'i Sequence of test with other tests, noting any dependencies

;fi Test equipment to be utilized during the test and the calibration of such equipment

'@ Pass/fail criteria and how performance will be measured

A¥ Re-test procedure, if necessary

t ; Level and schedule of preventive maintenance during the test

@: Test data sheet format

'@ Test report format

$; Set-up and configuration of requirements for each test

5.5

Test Reports

Test reports will be prepared and signed by all responsible witnessing parties. The test reports will be

submitted to Metrolink for approval of test completion within two weeks of completing the testing.

Metrolink will either accept or reject, with justification, within 30 days after receipt of test results. If

Metrolink determines not to witness a test or tests, test reports will nevertheless be submitted to Metrolink

for approvaL.

5.6

Installation Plans and Procedures

Following our ISO processes, Vendor has prepared installation plans and procedures for all of its projects

and maintained them throughout the project lifecycle. The plans cover the hosting environment, the

hardware elements, network and communication devices, Vendor software and associated components,

and commercial off the shelf (COTS) softare. The plan is a comprehensive document that offers ease of

use and detailed information allowing technical resources to follow and complete the installation tasks

successfully.

Four scenarios where the installation plan will be used include:

§j Initial Mobile Solution deployment: This includes the initial setup for the launch of Metrolink

mobile solution.

@; Ongoing software releases and hardware/software upgrades: It covers ongoing software

releases and hardware/software upgrades required as part of the corrective and preventative

maintenance, as well as solution and service continuous improvement.



Page

5-13



Metrolink


Statement of Work

~ The scaling of the system to cover increased usage: As part of the pro-active approach

analyzing the usage trend will require scaling the system to support additional mobile users.

f.ìr Business Continuity and Disaster Recovery: As described in the maintenance support and

upgrades section it will include the recovery plan for such events.

The installation plan and procedures includes the following sections:

~ Introduction: This covers the background of the mobile project the purpose and the audience of

the installation plan and procedures. It also includes reference documents and acronyms and

abbreviations.

~; Scope of the Work: This includes the various elements of the installation components needing

to be covered in this plan. It will be based on the overall scope of work that Metrolink assigns

Vendor to perform.

~; Architecture: This section includes three key elements the hardware/network architecture

logical architecture and the data flow diagram.

fi/ Hardware and Software Specification: In this section, for each of the physical architecture

element it details out the hardware type operating system version commercial off the shelf

software installed and its version mobile platform components version monitoring components

version, and hardware s CPU, memory and disk space.

.fp; Installation Procedures: This section includes step by step instructions to setup the system and

the parameters to be configured. It assumes a system

engineer as an audience. It includes setup

and configuration of all the elements of the system such as computer hardware third party

software mobile platform network equipment - routers database data storage and utility

servers such as backup and monitoring.

~f Checklist post Installation: A checklist for each of the system elements will be provided to

enable the technician to cross-verify that no step was missed.

~ Acceptance and Testing: This includes test procedures to confirm the workability of the overall

system and its components.



Page 5-14



Metrolink


Statement of Work

~,,,,~,,,=,~.~A~~ 'h_ _~~~'~ '-~ _~ ''~'~~'_~N~_~'~~'W~_'''~ _.~,~_~,~=, ¥_~~,,n~='W_V_~=~. ._.____.__~~.~v._..-_,__'_~v._e~~'~~~ 'n ~_.¿~.__._,ú,_u~,.~,.~-.-. ~~ ','w, N' , ,,,,,~,___'n,_._,,,.N

SECTION 7.

Training

This section provides Vendor Transportation Systems' plan to meet the training requirements for the

project.

Vendor has provided training to support the deployment of systems around the globe for more than four

decades. Our training is conducted and supported by highly skilled and experienced trainers and

engineers.

The Vendor training program provides comprehensive program of courses to educate, train, and teach

personnel all of the necessary details of the system as required, enabling the staff to satisfactorily

operate, service, support and maintain the system or equipment.

Vendor is currently engaged in a company-wide effort to be green , and to act responsibly regarding

resources and energy, Vendor proposes, therefore, to supply all written content materials, or as much as

possible, in an electronic format on DVD-ROM only, and reduce the use of paper.

All training course materials will be provided on a DVD-ROM, fully searchable to allow the transit authority

to easily reproduce or alter the materials as needed. The DVD can also be hosted on a server to allow

deployment to a large group, or deployed to individual students as necessary.

In addition to the actual training, Vendor will provide the following to support this contract:

.~'; Training Plan

'fi; Outlines of content for review

.,,¡ Training Manuals

Ri Training materials as required

~'ì Training courses wil be train-the-trainer

,'C. Task-oriented training based the User Manuals developed by Vendor

Training will be provided through classroom instruction, lab hands-on instruction and on-the-job training.

Training will accommodate all

levels of employee job category, from IT staff to support staff to database

administrators.

In addition to classroom theory, extensive hands-on lab time in conjunction with on-the-job training will

allow transit authority employees to learn in detail and depth those components or aspects of the system

for which they are responsible; Training will be conducted in facilities provided by Metrolink, in

accordance with agreed upon schedules that accommodate shift schedules and other factors that may

affect student availability.

All training materials will be in English, are revision controlled, and submitted in Microsoft@ Office file type

format.

Vendor will assume that all trainees possess the basic qualifications of their positions.

Training will be conducted in accordance with the contracted agreement between Vendor and the

Metrolink.




Page 7-1



SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

METROLINK COMMUTER R IL SYSTEM

MAINTENANCE CONTRACT NO. MS190-03

TICKET VENDING MACHINE AND CMS MAINTENANCE

GREEMENT

BETWEEN


ND

ASCOM TRANSPORT SYSTEMS INC.



AGREEMENT

CONTRACTOR: )

ASCOM Transport Systems, Inc. )

3100 Medlock Bridge Road, Suite 370 )

Norcross, Georgia 30071 )

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

Telephone: 770) 368-2003

Fax: 770) 368-2093

and

Southern California

Regional Rail Authority

700 South Flower Street, Suite 2600

Los Angeles, CA 90017-4101

(hereinafter AUTHORITY )

between

Agreement No. MS190-03

Agreement Amount: 1,900,000.00

for

TICKET VENDING MACHINE AND CMS MAINTENANCE

CONTRACT NO. MS190-03

AWARDED: 12.31.01




METROLINK COMMUTER RAIL SYSTEM

AGREEMENT

TABLE OF CONTENTS

PROVo

NO.

DESCRIPTION

PAGE

NO.

RECiTALS.......................................................................................................................1

.1 SCOPE OF WORK........................... ................. .................................................... 1

2.0 PERIOD OF PERFORMANCE .............................................................................. 2

3.0 PAYMENT .............................................................................................................2

4.0 NOTIFiCATION......................................................................................................4

5.0 AUTHORITY CONTRACTORS REPRESENTATiVES....................................... 4

5.1 AUTHORITY'S TECHNICAL REPRESENTATiVE................................................. 4

5.2 CONTRACTOR'S KEY PERSONNEL ........... ........................................................ 5

6.0 TERMINATION ......................................................................................................5

7.0 CONTRACTOR STATUS/SUBCONTRACTORS...................................................6

8.0 REPRESENTATIONS AND WARRANTIES .......................................................... 6

9.0 INSURANCE..........................................................................................................8

10.0 INDEMNITY ...........................................................................................................9

11.0 REVISIONS IN SCOPE OF WORK ..................................................................... 10

12.0 OWNERSHIP RIGHTS ........................................................................................ 11

13.0 EQUAL OPPORTUNITY ...................................................................................... 11

CONTRACT NO. MS190 03

CA i

AWARDED: 12.31.01



Table of Contents continued)

PROVo

NO.

DESCRIPTION

PAGE

NO.

14.0 PRODUCT AND SERVICE WARRANTY............................................................. 12

15.0 STANDARD OF PERFORMANCE ...................................................................... 13

16.0 PERFORMANCE ASSURANCE CHARGES .......................................................14

17.0 PROHIBITED INTERESTS..................................................................................15

18.0 COMPLIANCE WITH LAW ..................................................................................16

19.0 COMPLIANCE WITH LOBBYING POLICIES ......................................................16

20.0 SUBMITTAL OF CLAIMS BY CONTRACTOR..................................................... 16

21.0 WHISTLEBLOWER REQUiREMENTS................................................................ 18

22.0 PUBLIC RECORDS ACT ..................................................................................... 19

23.0 WAiVER............................................................................................................... 19

24.0 GOVERNING LAW ..............................................................................................19

25.0 ENTIRE AGREEMENT ........................................................................................20

26.0 PLACE OF PERFORMANCE .............................................................................. 20

27.0 ASSIGNMENTS AND SUBCONTRACTING........................................................ 20

28.0 LIMITATION OF LIABILITY .................................................................................20

29.0 ATTACHMENTS ..................................................................................................21

30.0 DEFINITIONS ......................................................................................................21


CA ii

AWARDED: 12.31.01



This Agreement ( Agreement ) is made and entered into as of this 31st day of

December, 2001 by and between the SOUTHERN CALIFORNIA REGIONAL RAIL

AUTHORITY, with offces in Los Angeles, California (hereinafter called AUTHORITY )

and ASCOM TRANSPORT SYSTEMS, INC. (hereinafter called CONTRACTOR ).

RECITALS

WHEREAS, the AUTHORITY, a joint powers AUTHORITY organized under the

provisions of the Joint Powers Act, Sections 6500 et seq. of the California Government

Code and Section 130255 of the California Public Utilities code with power to contract

for services necessary to achieving its purpose;

WHEREAS, the AUTHORITY desires the services of a knowledgeable and highly skilled

part to provide the maintenance services as described in the Scope of Work;

WHEREAS, the CONTRACTOR represents that it is qualified and is able and willing to

perform the required services under the terms and conditions of this Agreement;

NOW, THEREFORE, for the consideration hereinafter stated, the parties agree as

follows:

1.0 SCOPE OF WORK

The CONTRACTOR will perform maintenance services and related tasks as described

in PART A - SCOPE OF WORK.

This Agreement is independent and exclusive of any maintenance contract previously

entered into by CONTRACTOR and AUTHORITY. So long as the equipment which is

the subject of the previous maintenance contract is to be maintained, said equipment

shall be maintained under the terms and conditions of the applicable agreement.

This is a non-exclusive contract agreement, whereby the AUTHORITY may, at its sole

discretion and without cause, augment or supplant all or part of the services described

herein with its own forces or the forces of another contractor or agency. The

CONTRACTOR will cooperate fully with the AUTHORITY's staff or the staff of another

contractor that may be providing similar or the same services as described herein.

Upon the AUTHORITY's request, the CONTRACTOR shall generate updates and

modifications of and Upgrades to the Softare not required by the Prime Contract, at

the CONTRACTOR's rates charged for comparable services to its most favored

customers. All such updates, upgrades and modifications shall be licensed to Authority

pursuant to the License Agreement by agreement by and between the parties dated as

of December 31,2001.

CONTRACTOR shall maintain a suffcient quantity of replacement parts on hand at or

near AUTHORITY's repair facility to repair and maintain all elements of the TVMS


CA 1

AWARDED: 12.31.01



System. The security, control, shipping, and disposition of CONTRACTOR-owned parts

shall be the responsibility of CONTRACTOR.

CONTRACTOR shall promptly deposit any and all modifications, Updates and

Upgrades to the TVM softare and TVMS documentation into escrow in accordance

with the Escrow Agreement by and between the parties dated as of December 31,

2001.

2.0 PERIOD OF PERFORMANCE

This Agreement shall become effective as of the date the new TVMS System

commences operations.The period of performance shall be for five years with five one

year options to extend that may be exercised at the sole discretion of AUTHORITY.

The price for any option year shall be the preceeding year price plus current LA Basin

CPI not to exceed 3%.

The Contractor wil be granted an extension of time for any portion of a delay in

completion of the Project caused by acts of God or the public enemy, terrorism,

wars, civil disturbances, fires, floods, earthquakes, epidemics, quarantine

restrictions, freight embargoes, strikes or weather more severe than normal,

providing that (1) the aforesaid causes were not foreseeable and did not result

from the fault or negligence of the Contractor, 2) the Contractor has taken

reasonable precautions to prevent further delays owing to such causes, and 3)

the Contractor notifies the Authority in writing of the cause s) for the delay within

five 5) days from the beginning of any such delay. No extension of time as a

result of a particular set of circumstances shall run for more than 15 days without

the written consent of the Chief Executive Offices of Authority, which shall not be

unreasonably withheld. No claims for additional compensation or damages for

the foregoing delays shall be allowed to the Contractor, and the extension of time

provided for herein shall be the sole remedy of the Contractor on account of any

such delays.

3.0 PAYMENT

A. Subject to the provisions set forth below for services satisfactorily

performed hereunder, the maximum amount of compensation under this

Agreement shall have an annual ceiling price not to exceed One Million

Nine Hundred Thousand Dollars ( 1,900,000.00).

B. The AUTHORITY shall not be obligated to pay costs which exceed the

ceiling price set forth above, except as may be authorized in writing

accordance with Articles outlined Termination, and/or Revisions in Scope

of Work. CONTRACTOR agrees to use its best efforts to perform the

services and all obligations under this Agreement within such ceiling price.

C. For its performance of services, the CONTRACTOR shall be paid at the

rates specified below:


CA-2

AWARDED: 12.31.01



See Exhibit 1 Rate Schedule.

D. Records and Audit. Upon advance written notice of two working days or

more, the AUTHORITY, its Authorized Representatives, and/or any firm of

auditors appointed by the AUTHORITY or other authorized agencies shall

have access at all reasonable times to all records maintained by the

CONTRACTOR and its Subcontractors, Suppliers, and Consultants for the

purpose of auditing and verifying the CONTRACTOR's costs claimed to be

due and payable hereunder from date of Agreement through and until

expiration of three years after completion of the Agreement. The

AUTHORITY also shall have the right to reproduce any such records. The

CONTRACTOR shall make said evidence (or, to the extent approved by

the AUTHORITY, photographs, micro-photographs, or other authentic

reproductions thereof) available to the AUTHORITY at the

CONTRACTOR's offces at all reasonable times and without charge.

The CONTRACTOR's system of accounting shall be in accordance with

generally accepted accounting principles and practices, consistently

applied; and for all cost reimbursable work shall be in accordance with the

Federal Acquisition Regulations FAR), sections 30 and 31, et seq.

CONTRACTOR agrees to keep and maintain records showing actual time

devoted and all costs incurred in the performance of the Agreement

services for a period of three (3) years from the date of completion.

E. Notification of the AUTHORITY. CONTRACTOR shall notify the

AUTHORITY when the cumulative compensation payable under this

Agreement has reached seventy-five percent (75 ) of the Agreement

ceiling price. If at any time CONTRACTOR has reason to believe that

total cost to the AUTHORITY for the performance of this Agreement will

be greater or substantially less than the Agreement ceiling price,

CONTRACTOR shall notify the AUTHORITY in writing to that effect and

give its revised estimate of the total cost for the performance of this

Agreement. The notice shall state the estimated amount of additional

funds required to continue performance for the remainder of the

Agreement term. In no event is CONTRACTOR authorized to exceed the

Agreement ceiling price without express prior written modification of this

Agreement.

F. Invoicing. CONTRACTOR shall submit monthly invoices unless

otherwise stated herein) for services rendered and for reimbursable

expenses, if applicable, incurred at the time of billing. Said invoices shall

itemize the work performed. In the case of reimbursable expenses where

Contractor is being reimbursed based on its costs, Contractor shall attach

to the applicable invoice one 1) copy of invoices, receipts, reports and

such documentation as required to support invoice. Invoices shall be

signed and submitted in triplicate on CONTRACTOR letterhead to the

following address:


CA-3

AWARDED: 12,31,01




700 South Flower Street, Suite 2600

Los Angeles CA 90017-4101

Attn: Accounts Payable

CONTRACTOR shall identify separately on the invoice all chargeable

failures/damages associated with TVM Cash Collection and Accounting

Services Contractor mishandling of equipment.

4.0 NOTIFICATION

Any notice legally required to be given by one part to another under the Contract,

including but not limited to those regarding interpretation of the Contract or changes

thereto, shall be in writing and dated. The notice shall be signed by the party giving

such notice or by a duly authorized representative of such party.

All notices shall not be effective for any purpose whatever unless enclosed in a sealed

envelope and transmitted by personal delivery, registered mail, courier, overnight

delivery by an established delivery service certified mail return receipt requested

postage paid, or by fax (by the end of the business day next following the date of fax

delivery, the sender shall initiate delivery of the documents sent by fax by one of the

other permitted methods) and addressed to offces as follows:


700 South Flower Street, 26th Floor

Los Angeles CA 90017-4101

Attn: Abbe McClenahan

Contract Administrator

Ascom Transport Systems, Inc.

3100 Medlock Bridge Road, Suite 370

Norcross Georgia 30071

Attn: Contract Administrator

5.0 AUTHORITY CONTRACTORS REPRESENTATIVES

5.1 AUTHORITY'S TECHNICAL REPRESENTATIVE

The AUTHORITY s technical representative shall be announced in the Award

Notice to the CONTRACTOR. The CONTRACTOR shall make such oral or

written reports to the AUTHORITY's Technical Representative with an

information copy to the AUTHORITY s Contract Administrator as may be

requested.


CA-4

AWARDED: 12.31.01



5.2 CONTRACTOR S KEY PERSONNEL

A. The following are the key personnel assigned to perform the Services and

their roles under this Agreement:

Tom Korner

Roberto Di Pietro

Eddie Estrada

Joseph Witt

Edward Perez

Robert Torres

Technical Service Supervisor

Manager, Technical Field Maintenance

Technical Support

Technical Support

Technical Support

Technical Support

B. The CONTRACTOR shall not reassign such key personnel to other

projects without the AUTHORITY s prior written approval and until a

satisfactory replacement has been approved by the AUTHORITY.

C. The CONTRACTOR s Service Manager shall supervise and direct the

Services, and have overall responsibility for the Services in accordance

with this Agreement. The CONTRACTOR shall be solely responsible for

implementation of all services, means, methods, techniques, sequences,

and procedures and for coordination of all portions of the Services under

this Agreement.

D. If the AUTHORITY provides offce space to the CONTRACTOR, or

requires the CONTRACTOR to locate its offce space in a specific

location, then at all times during the performance of Services hereunder,

only Agreement related Services shall be performed in such offce space

and the CONTRACTOR shall not use such offce space to perform non-

Agreement related work.

6.0 TERMINATION

A. The AUTHORITY may terminate this Agreement for its convenience at

any time, in whole or in part, by giving CONTRACTOR written notice

thereof. AUTHORITY shall pay CONTRACTOR all fees for services

incurred under this agreement as of the date of termination. Thereafter,

CONTRACTOR shall have no further claims against AUTHORITY under

this Agreement. Upon such notice, CONTRACTOR shall immediately

stop incurring any and all costs.

B. AUTHORITY may terminate this Agreement for CONTRACTOR s default if

a federal or state proceeding for relief of debtors is undertaken by or

against CONTRACTOR, or if CONTRACTOR makes an assignment for

the benefit of creditors, or if CONTRACTOR breaches any term(s) or

violates any provision(s) of this Agreement, including but not limited to

timely performing services specified within the guidelines of Part A, Scope


CA-5

AWARDED: 12.31.01



of Work of this Agreement, and does not cure or deliver a plan, reasonably

acceptable to Authority, to cure the breach or violation within ten (10) days

after written notice thereof by AUTHORITY. CONTRACTOR shall be

liable for any and all reasonable costs incurred by AUTHORITY as a result

of such default including but not limited to additional procurement costs

for the same or similar services defaulted by CONTRACTOR under this

Agreement. Neither a cure nor acceptance of a plan to cure by Authority

shall not affect CONTRACTOR s liability for performance assurance

charges.

7.0 CONTRACTOR STATUS/SUBCONTRACTORS

A. The CONTRACTOR is an independent contractor. In the performance of

the services to be provided hereunder, CONTRACTOR s relationship to

the AUTHORITY shall be that of an independent contractor and not an

employee, agent or other representative of the AUTHORITY.

B. The AUTHORITY reserves the right of prior approval of all Subcontractors

and retains the right to request CONTRACTOR to terminate any

Subcontractor, for any reason deemed appropriate by the AUTHORITY,

by so notifying CONTRACTOR in writing. Should said notification be

submitted to CONTRACTOR it shall terminate said Subcontractor

immediately.

C. The AUTHORITY shall have no liability to any Subcontractor(s) for

payment for services under this Agreement or other work performed for

CONTRACTOR, and any subcontract entered into by CONTRACTOR

pursuant to the conduct of services under this Agreement shall duly note

that the responsibility for payment for the technical services or any other

work performed shall be the sole responsibility of CONTRACTOR.

8.0 REPRESENTATIONS AND WARRANTIES

8.1 CONTRACTOR represents and warrants:

A. That the CONTRACTOR is fully qualified to provide the products and

perform the services required by this Agreement and that the

CONTRACTOR shall discharge its duties hereunder consistent with the

highest standards of performance and professionalism, that the products

and services provided to AUTHORITY hereunder shall be of a first rate

quality and that CONTRACTOR shall use its best efforts at all times in

discharging its duties and responsibilties hereunder.

B. That the products and services provided hereunder and every component

thereof, will fully perform (and permit the TVMS System to fully perform)

according to the specifications set forth in the Prime Contract; that

CONTRACT NO, MS190-03

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AWARDED: 12.31.01



CONTRACTOR is the owner of right title and interest in and to the

products and services provided hereunder, including without limitation, any

and all Softare, Source Code Programs and Documentation; that

CONTRACTOR has the right to convey to and/or where applicable, grant

AUTHORITY a license, to all products and services delivered or required

to be delivered hereunder; and that the AUTHORITY's use of the

Products, Services, TVMS Softare, TVMS Documentation and the TVMS

System as herein contemplated will not infringe any third part s

proprietary rights.

C. That the TVMS System and each component thereof is designed to be

used prior to, during and after the calendar year 2000 A.D. and shall

operate during, and across, each such time period without error relating to

date data, specifically including, without limitation, any error relating to, or

the product of, date data which represents or references different

centuries or more than one century. CONTRACTOR further represents

and warrants that each System component shall be and shall continue to

be Year 2000 Compliant according to the definitions set forth above. All

date processing by all System components shall include Four Digit Year

Format and recognize and correctly process dates for Leap Year.

Additionally, all date sorting by all System components that includes a

year category shall be done based on the Four Digit Year Format code.

D. That the TVMS System and each component thereof shall not abnormally

end or provide invalid or incorrect results as a result of the date data,

specifically including, without limitation date data which represents or

references different centuries or more than one century and leap years.

E. That the TVMS System and each component thereof has been designed

to ensure year 2000 compatibility, including, but not limited to, date data

century recognition, calculations which accommodate same century and

multi-century formulas, and date values, and date data interface values

that reflect the century.

F. That the TVMS System and each component thereof includes Year 2000

Capabilities.

8.2 CONTRACTOR shall also pass through to the AUTHORITY any and all

representations and warranties CONTRACTOR receives from any of its

subcontractors and vendors including without limitation, its Third Party Softare

Vendors. CONTRACTOR shall enforce such representations and warranties on

behalf of AUTHORITY; provided, however, that if directed by AUTHORITY,

CONTRACTOR shall require such manufacturers and suppliers to execute the

same representations and warranties directly to AUTHORITY. CONTRACTOR

shall be jointly and severally liable for any breach of any subcontractor s

representations and warranties. To the extent that any such subcontractor s

representation or warranty would be voided by reason of CONTRACTOR's


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AWARDED: 12.31.01



negligence in incorporating equipment or materials into the work CONTRACTOR

shall be solely responsible for such breach.

8.3 CONTRACTOR acknowledges and agrees it is of critical importance to

AUTHORITY that the System be fully Year 2000 Compliant and demonstrate

Year 2000 Capabilities; and that any failure of the System and/or any System

component to conform to the warranties and representations made by

CONTRACTOR pursuant to this Section could result in AUTHORITY having to

make the System into Year 2000 Compliant or replace the System with a system

that is Year 2000 Compliant which would result in substantial monetary loss and

other damages to AUTHORITY.

8.4 The rights and remedies of AUTHORITY provided in this Article are cumulative

and are in addition to and do not limit any rights or remedies afforded by the

Agreement or by law.

9.0 INSURANCE

Throughout the duration of this Agreement CONTRACTOR shall maintain the following

insurance, which shall be full-coverage insurance not subject to self-insurance

provisions. CONTRACTOR shall not of its own initiative cause such insurance to be

canceled or materially changed during the course of this Agreement.

A. Commercial General Liability to include Products/Completed Operations,

independent contractor Contractual Liability and Personal Injury Liability;

with at least the following limits of liability:

1. Primary Bodily Injury Liability limits of 3 000 000 per occurrence

and

2. Primary Property Damage Liability Limits of 3 000 000 per

occurrence,

3. 6,000,000 aggregate.

B. Automobile Liability with the following limits:

1. Primary Bodily Injury with limits of 1 ,000,000 per occurrence; and

2. Primary Property Damage with limits of 1,000,000 per occurrence;

or

3. Combined single limits of Liability for Primary Bodily and Primary

Property Damage of 2,000,000 per occurrence.


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C. Workers' Compensation Insurance with the limits established and required

by the State of California.

D. Employer's Liability with limits of 1 ,000,000 per occurrence.

E. Professional Liability with limits of 1,000,000 per claim and aggregate.

F. Prior to commencement of any work hereunder, CONTRACTOR shall

furnish to AUTHORITY s Contract Administrator an endorsement showing

the required insurance coverages for CONTRACTOR and further

providing that:

1. AUTHORITY, its member agencies, offcers, directors, employees

and agents are named as an additional insured via endorsement on

Commercial General Liability and Automobile Liability insurance

with respect to performance hereunder; and

2. The coverage shall be primary and noncontributory as to any other

insurance with respect to liabilty hereunder; and

3. Thirty (30) days prior written notice of cancellation or of material

change in coverage be given to AUTHORITY by endorsement.

10.0 INDEMNITY

A. CONTRACTOR shall indemnify, defend and hold harmless the

AUTHORITY, its member agencies and its offcials, agents, volunteers

and employees from and against any and all liability and expenses

including defense cost and legal fees and claims for damages of any

nature whatsoever, including but not limited to, bodily injury, death,

personal injury or property damage arising out of the performance of the

work described herein, caused in whole or in part by any act or omission

of the CONTRACTOR, any Subcontractor, anyone directly or indirectly

employed by any of them or anyone for whose acts any of them may be

liable, except where caused by the sole negligence or willful misconduct of

the AUTHORITY and its member agencies.

B. CONTRACTOR agrees that it will indemnify and hold AUTHORITY

harmless from any and all losses, liabilty, costs and expenses of any kind

whatsoever arising out of the breach of any of the Representations and

Warranties provided herein, including without limitation any claims alleging

that the TVMS Softare or the TVMS Documentation, or any element

thereof, infringes on any third part's patent, trade secret, copyright or

other intellectual propert rights, provided, however, that: (1)

AUTHORITY must notify CONTRACTOR promptly after receiving notice of

any such claim or infringement for which indemnity is being sought. In

addition, AUTHORITY must notify CONTRACTOR in advance of any


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AWARDED: 12.31.01



substantial prejudice to CONTRACTOR resulting from any delay in

notifying CONTRACTOR of the indemnity claim; (2) AUTHORITY shall

provide suffcient cooperation at Contractor s sole expense so that

CONTRACTOR may provide a timely defense; (3) CONTRACTOR shall

have the complete right to take over the defense of any such infringement

claim and defend the same; and (4) CONTRACTOR shall have the right to

either obtain a license from the claimant which grants AUTHORITY the

right to use the TVMS Softare and TVMS Documentation which are the

subject of the claim of infringement, or to substitute replacement softare

or documentation which are not infringing and fully comply with the

requirements of the specifications.

C. These indemnities shall survive termination of the Agreement or final

payment thereunder except with respect to occurrences that take place

prior to any termination of this Agreement unless such occurrences result

form an inherent defect. This indemnity is in addition to any other rights or

remedies which the Authority may have under the law or under the

Agreement. In the event of any claim or demand made against any party

which is entitled to be indemnified hereunder, the Authority may at its sole

discretion reserve, retain or apply any monies due to the Contractor under

the Agreement for the purpose of resolving such claims, provided however

that the Authority may release such funds if the Contractor provides the

Authority with reasonable assurance of protection of the Authority s

interests. The Authority shall in its sole discretion determine whether such

assurances are reasonable.

D. Claims against the parties to be indemnified, by any employee of the

CONTRACTOR, its Subcontractors, anyone directly or indirectly employed

by any of them or anyone whose acts any of them may be liable, shall not

limit the CONTRACTOR s indemnification obligation, set forth above, in

any way, by any limitation, on the amount or type of damages,

compensation, or benefits payable by or for the CONTRACTOR or its

Subcontractors under Workers Compensation Acts, Disability Benefi Acts

or other Employee Benefit Acts or insurance.

11.0 REVISIONS IN SCOPE OF WORK

A. The AUTHORITY may, from time to time, make changes in Article 1 -

Scope of Work under this Agreement, through an Amendment. An

Amendment shall not modify the overall purpose of this Agreement.

B. Extra Work: At any time during the term of this Agreement the

AUTHORITY may order Extra Work to be penormed by CONTRACTOR.

Extra Work is defined as work which was not contained in this Agreement,

is determined by the AUTHORITY to be necessary, and bears a

reasonable relation to the work originally described in the Agreement.

Upon the AUTHORITY s request, the CONTRACTOR shall generate


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modifications of and Upgrades to the Softare not required by the Prime

Contract, at the CONTRACTOR s rates charged for comparable services

to its most favored customers.

C. Upon receipt of an Agreement Amendment approved by the AUTHORITY,

CONTRACTOR shall continue performance of the Scope of Services as

changed. Changes in the Scope of Services, and equitable adjustments

in compensation and schedule shall be incorporated in written

amendments to this Agreement either prior to or subsequent to the

AUTHORITY s issuance of an Agreement Amendment. The most recently

approved Agreement Amendment, shall take precedence over those

Agreement terms specifically modified, added or deleted.

12.0 OWNERSHIP RIGHTS

A. The CONTRACTOR shall in accordance with the Prime Contact and the

Escrow Agreement, deliver to the AUTHORITY the TVMS Softare, the

TVMS Source Code Programs and the TVMS Documentation in such

tape, disk or hard copy format as the AUTHORITY may designate. In the

event of any inconsistency or dispute between the TVMS Softare

Agreement executed in conjunction with this Agreement and any other

agreement, the terms and conditions of the TVMS Softare Agreement

shall prevaiL.

13.0 EQUAL OPPORTUNITY

A. In connection with the execution of this Agreement, CONTRACTOR shall

not discriminate against, or grant preferential treatment to, any individual

or group on the basis of race, sex, color, ethnicity, or national origin in the

operation of employment, education, or contracting. In connection with

the execution of this Agreement, CONTRACTOR shall not discriminate, or

grant preferential treatment to, any individual or group, or any employee or

applicant for employment because of race, age, religion, color, ethnicity,

sex, national origin, ancestry, physical handicap, mental condition or

marital status. CONTRACTOR shall take action to insure that applicants

are employed, and that employees are treated during employment without

regard to their race, religion, color, ethnicity, sex, age, national origin or

handicapped status. Such action shall include, but not be limited to, the

following: employment upgrading, demotion or transfer, recruitment or

recruitment advertising, layoff or termination, and selection for training,

including apprenticeship. Employment and Fair Housing Act (Gov. Code

Section 12900 et seq. and the applicable regulations promulgated

thereunder (CaL. Admin. Code, Title 2, Section 7285.0 et seq.): The

applicable regulations of the Fair Employment and Housing AUTHORITY

implementing Government Code, Sec. 12900, set forth in Chapter 5 of

Division 4 of Title 2 of the California Administrative Code are incorporated

CONTRACT NO MS190-03

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AWARDED: 12.31.01



into this Agreement by reference and made a part hereof as if set forth in

fulL. CONTRACTOR shall include the provisions of this Section in all of

CONTRACTOR's subcontracts with respect to work under this Agreement,

unless exempted by the Regulations.

14.0 PRODUCT AND SERVICE WARRANTY

14.1 CONTRACTOR and AUTHORITY agree that each machine has a warranty

period which is independent and exclusive of any other machine. The warranty

period for each machine shall commence at the earlier of: (1) one year after the

date of final acceptance of the respective machine; or (2) the date said machine

goes into revenue services (the Machine Warranty Period ), Softare has a

warranty period commencing with Final Acceptance ( The Softare Warranty

Period ) and the Machaine Warranty Period are collectivley refered to as

Warranty Period . During the Warranty Period, Contractor shall correct any

defect or non-conformance in the TVMS System, or any component or element

thereof except for failures of Athority's pre-existing components The Warranty

Period expressly excludes Authority's pre-exisitng components. CONTRACTOR

shall, within fort-eight (48) hours after being notified in writing by AUTHORITY of

any such defect in the work or non-conformance of the work, commence and

prosecute with due dilgence all work, including, without limitation, redesign,

repair, or replacement, necessary to fulfill the terms of the warranty at its sole

cost and expense. To the extent any of the Response Time/Penormance Criteria

in the attached Exhibit A (Scope of Work) are applicable to a failure during the

Warranty Period, then the terms of that Exhibit shall control the timing of

CONTRACTOR's actions.

14.2 All warranties and guarantees of Subcontractors and Affliates with respect to any

portion of the work, whether express or implied, are deemed to be obtained by

CONTRACTOR for the benefit of AUTHORITY regardless of whether or not such

warranties and guarantees have been transferred or assigned to AUTHORITY by

separate agreement. CONTRACTOR shall enforce such warranties and

guarantees on behalf of AUTHORITY; provided, however, that if directed by

AUTHORITY, CONTRACTOR shall require such Subcontractors and Affliates to

execute such warranties and guarantees directly to AUTHORITY.

CONTRACTOR shall be jointly and severally liable for any such warranties or

guarantees. To the extent that any such warranty or guarantee would be voided

by reason of CONTRACTOR's negligence in incorporating equipment or

materials into the work, CONTRACTOR shall be responsible for correcting such

defect.

14.3 In the event that CONTRACTOR, after being served with written notice during

the Warranty Period of any defect and/or nonconformance, fails within a

reasonable time to cure such defect and/or nonconformance or otherwise to

penorm its obligations under this Article (or under any other warranty or

guarantee under the Agreement) to the reasonable satisfaction of AUTHORITY,


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AWARDED: 12.31.01



AUTHORITY shall have the right to correct and replace any defective or

nonconforming work at CONTRACTOR's sole expense. CONTRACTOR shall be

obligated to fully reimburse AUTHORITY for any expenses incurred hereunder

upon written demand.

14.4 CONTRACTOR shall perform such tests as AUTHORITY may require to verify

that such corrective actions, including, without limitation, redesign, repairs, and

replacements comply with the requirements of the Agreement. All costs

associated with such corrective actions and testing, including the removal,

replacement, and reinstitution of equipment and materials necessary to gain

access, shall be borne by CONTRACTOR. CONTRACTOR warrants such

redesigned, repaired, or replaced work against defective design, materials, and

workmanship for the remainder of the Warranty Period or a period of one year

from and after the date of acceptance thereof, whichever occurs earlier.

14.5 AUTHORITY-owned spare parts may be used for warranty purposes provided,

however, that said spare parts are replaced with either new, used or refurbished

parts.

14.6 The rights and remedies of AUTHORITY provided in this Article are cumulative,

and are in addition to and do not limit any rights or remedies afforded by the

Agreement or by law, including without limitation , the rights of AUTHORITY to

receive Performance assurance charges as provided herein and in the Prime

Contract.

14.7 CONTRACTOR shall assign to AUTHORITY to the fullest extent permitted by law

or by agreement and shall otherwise ensure that the benefits of any applicable

warranty and/or indemnity offered by any manufacturers of any of the system

hardware, system softare, interfaces, or any other product or service provided

hereunder shall fully extend to and be enjoyed by AUTHORITY.

15 0 STANDARD OF PERFORMANCE

A. The CONTRACTOR shall perform and require its Subcontractors to

perform the Services in accordance with the requirements of this

Agreement and in accordance with Item IV of the attached Scope of Work,

entitled Response Time/Performance Criteria and professional standards

of skill, care and diligence adhered to by firms recognized for their

expertise, experience and knowledge in performing services of a similar

nature. The CONTRACTOR shall be responsible for the professional

quality, technical accuracy, completeness and coordination of the

Services, it being understood that the AUTHORITY wil be relying upon

such professional quality, accuracy, completeness and coordination in

utilizing the Services. The CONTRACTOR's obligations and standards set

forth herein shall constitute the Standard of Performance for purposes of

this Agreement.


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AWARDED: 12.31.01



B All workers shall have suffcient skil and experience to perform the work

assigned to them. The AUTHORITY shall have the right, in its absolute

discretion to require the removal of the CONTRACTOR's personnel at any

level assigned to the performance of the Services at no additional fee to

the AUTHORITY, if the AUTHORITY considers such removal necessary in

its best interests and requests such removal in writing. Further, an

employee who is dismissed for any of the above reasons shall not be re-

employed under this Agreement.

C. The CONTRACTOR shall carefully study this Agreement; shall verify all

information and figures in these Agreement documents before performing

the Services; shall promptly notify the AUTHORITY of all errors,

inconsistencies, and/or omissions that it discovers and, in instances where

such

non-conformities are discovered, CONTRACTOR shall obtain specific

instructions in writing from the AUTHORITY before the CONTRACTOR's

proceeding with the Services. Any Services affected which are performed

prior to the AUTHORITY s decision shall be at theCONTRACTOR's risk.

The CONTRACTOR shall not take advantage of any apparent non-

conformity that may be found in this Agreement. The AUTHORITY shall

be entitled to make such corrections therein and interpretations thereof as

it may deem necessary for the fulfillment of the intent of this Agreement.

Omissions or Misdescriptions of any Services that are manifestly

necessary to carry out the intent of this Agreement, or that are customarily

performed, shall not relieve the CONTRACTOR from performing such

Services at no adqitional expense and/or delay, and such Services shall

be performed as if fully and correctly set forth in this Agreement.

16 0 PERFORMANCE ASSURANCE CHARGES

Injury To Authority: Failure of the Contractor or of any Subcontractor or Supplier to

perform under this Contract adequately, timely, and/or without disruption to the

Authority's operation will cause damage to the Authority. Likewise, Contractor

acknowledges and agrees it is of critical importance to Authority that the System be fully

Year 2000 Compliant and demonstrate Year 2000 Capabilities; and that any failure of

the System and/or any System component to conform to the warranties and

representations made by Contractor pursuant to this Section could result in Authority

having to make the System into Year 2000 Compliant or replace the System with a

system that is Year 2000 Compliant, which would result in substantial monetary loss

and other damages to Authority. The Authority and the Contractor agree that it will be

diffcult, if not impossible, to measure the damage. Damages which the Authority may

sustain, include, but are not limited to:

A. Unreasonable inconvenience to the public or private users of the Commuter Rail

System;

B Loss of revenue; and


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AWARDED: 12.31.01



C. Increased costs for the Authority s administration, operations, and passenger

services

The performance assurance charges specified in this Agreement do not include any

penalties. The Contractor and the Authority acknowledge that the amount of

performance assurance charges set forth in the Contract represents a good faith

estimate as to the actual potential damages the Authority would incur as a result of the

late completion of the Project or portions thereof. The remedies specified herein are not

exclusive, and are in addition to other rights and remedies provided by law or stipulated

under the Contract. By execution of this Contract the Contractor expressly agrees that

these provisions on performance assurance charges are reasonable under the

circumstances existing at the time this Contract was made. Performance assurance

charges will be assessed against the contractor s monthly payments at SCRRA s sole

discretion in accordance with this Agreement.

Contractor s Failure to Meet Response Time/Performance: If the Contractor, or of

any Subcontractor or Supplier, fails to meet any of teh Response Time and/or

Performance Criteria established in accordance with this Agreement (as initially set forth

in Section IV of the attached Scope of Work , the Contractor shall pay performance

assurance charges to the Authority for each day s delay. The amount of performance

assurance charges for the Contract is set forth in Section IV of the attached Scope of

Work.

Withholding and deduction of other monies for payment of Performance

assurance charges:

The Authority may withhold and/or deduct the sum of performance assurance charges

from any monies due or that may become due the Contractor; if such monies are

insuffcient, the Contractor shall immediately pay to the Authority any deficiency.

No demand nor payment of Performance assurance charges shall constitute a waiver of

any other rights of AUTHORITY, including its rights of termination or to seek any other

damages otherwise not prohibitted by this Agreement or the Prime Contract.

17.0 PROHIBITED INTERESTS

A. CONTRACTOR warrants that it has not employed or retained any

company or person, other than a bona fide employee working solely for

CONTRACTOR, to solicit or secure this Agreement and that is has not

paid or agreed to pay any company or person, other than a bona fide

employee working solely for CONTRACTOR, any fee, commission,

percentage, brokerage fee, gifts or any other consideration, contingent

upon or resulting from the award or making of this Agreement. For breach

of violation of this warranty, the AUTHORITY shall have the right to annul

this Agreement without liability.


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AWARDED: 12.31,01



B. CONTRACTOR agrees that, for the term of this Agreement, no member,

offcer, or employee of the AUTHORITY, or of a local public body during

his/her employment and for one (1) year thereafter, or member or

delegate to the Congress of the United States, shall have any interest,

direct or indirect, in this Agreement, or to any benefit arising thereof.

C. The employment by CONTRACTOR of personnel on the payroll of the

AUTHORITY wil not be permitted in the execution of this Agreement,

even though such employment may be outside of the employee s regular

working hours or on Saturdays, holidays, or vacation time; further, the

employment by the CONTRACTOR of personnel who have been on the

AUTHORITY payroll within one (1) year prior to the date of Agreement

award, where such employment is caused by and/or dependent upon

CONTRACTOR securing this or related Agreement with the AUTHORITY,

is also prohibited.

18.0 COMPLIANCE WITH LAW

The CONTRACTOR shall familiarize itself with and perform the work required under this

Agreement in conformity with requirements and standards of the AUTHORITY

municipal and public agencies, public and private utilities, special districts, and railroad

agencies whose facilities and services may be affected by work under this Agreement.

The CONTRACTOR shall also comply with all Federal, California and local laws and

ordinances applicable to any of the work involved in this Agreement.

19.0 COMPLIANCE WITH LOBBYING POLICIES

A. CONTRACTOR agrees that if it is a Lobbyist Employer or if it has retained

a Lobbying Firm or Lobbyist, as such terms are defined by AUTHORITY in

its Ethics Policy, it shall comply or ensure that its Lobbying Firm and

Lobbyist complies with the Policy.

B. If CONTRACTOR Lobbyist Employer) or its Lobbying Firm or Lobbyist

fails to comply, in whole or in part, with AUTHORITY s Ethics Policy, such

failure shall be considered a material breach of this Agreement and

AUTHORITY shall have the right to immediately terminate or suspend this

Agreement.

20.0 SUBMITTAL OF CLAIMS BY CONTRACTOR

Contractor will provide written notice to Authority within twenty (20) days following the

time Contractor knew or should have known of the event or occurrence which gives rise

to the claim or the issuance of an unaccepted Change Order by the Authority. The

initial notice shall include a general statement of the circumstances resulting in the claim

and any actions that the Contractor believes may assist in mitigating further adverse

effects from the events or circumstances that are the basis of the claim. Within sixty (60)


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AWARDED: 12.31.01



days following the Authority s receipt of the aforementioned written notice, Contractor

will provide to Authority a full written claim setting forth the complete information and

details regarding the reason for the claim, including but not limited to: (1) the reason(s)

for which the Contractor believes additional compensation is due; (2) the date, place,

and other circumstances of the occurrence or transaction that gave rise to the claim; (3)

the nature and amount of the costs involved or incurred (e.g., indebtedness, obligation,

injury, damage or loss) as far as it is known at the time of the presentation of the claim;

(4) the Contractor s plan for mitigating such costs; and (5) a revised Project schedule, if

a delay is claimed, reflecting the effects of the delay and proposal(s) for minimizing

these effects. However, if the event or occurrence is claimed to be an act or omission of

the Authority a claim shall be filed by the Contractor prior to the time for the

performance of the portion of the Project work to which such alleged act or omission

relates. In no event shall the Contractor be entitled to pursue claims after final payment

is made of all monies and the Retention, unless such claim has previously been made

in writing and remains unresolved. Further, prior to submitting any claim to Authority

based on a claim by a Subcontractor or Supplier Contractor shall first fully and finally

liquidate such Subcontractor or Supplier claims, so that the Authority need deal only

directly with the Contractor with respect to claims made by or on behalf of and

Subcontractors or Suppliers. The Authority is under no obligation to accept or review

claims submitted after final payment. Failure by the Contractor to submit claims in a

timely manner or to properly fully liquidate and submit claims arising out of

subcontracted work or from Suppliers shall result in a waiver by the Contractor of

Authority s liability as to such claims.

20.1 Contractor and Authority agree to act promptly and diligently to mutually resolve

any disputes which may arise with respect to this Agreement. All such disputes

shall be subject to the provisions of this Paragraph.

20.2 Contractor and Authority agree that, the existence and details of a dispute

notwithstanding both Parties shall continue without delay their performance

hereunder, and Authority shall continue to pay sums not in dispute during any

such period of continued performance. The Contractor shall maintain separate

cost records of all work that is included in any dispute. If Contractor fails to

continue without delay its performance hereunder which Authority, in its

reasonable discretion, determines should not be delayed as a result of such

dispute, then any additional costs which may be incurred by Contractor or

Authority as a result of Contractor s failure to continue to so perform shall be

borne by Contractor, and Contractor shall make no claim whatsoever against

Authority for such costs. The cost incurred by Authority shall not exceed the fair

market cost of performing the required action and Authority shall provide

Contractor with supporting documentation of such costs under this Paragraph at

the time it submits such costs for payment by Contractor. However, Authority

shall be entitled to the actual costs of goods Services and/or other work

provided under this Paragraph in an emergency situation(s). Contractor shall

promptly reimburse Authority for such Authority costs, as determined by

Authority, or Authority may deduct all such additional costs from any amounts

due to Contractor from Authority, whether under this Agreement or otherwise.


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20.3 In the event of any dispute between the Parties with respect to this Agreement,

Contractor and Authority shall submit the matter to their respective Program

Managers for the purpose of endeavoring to resolve such dispute.

20.4 In the event that the Program Managers are unable to resolve the dispute within

a reasonable time not to exceed five (5) business days from the date of

submission of the dispute to them, then the Authority shall submit the claim to its

Program Director for further consideration and discussion with the Contractots

Project Manager to attempt to resolve the dispute.

20.5 In the event that the Authority s Program Director and the Contractor s Project

Manager are unable to resolve the dispute within a reasonable time not to

exceed five (5) business days from the date of submission of the dispute to them,

then the matter shall immediately be submitted to Contractor s President and to

Authority s Director for further consideration and discussion to attempt to resolve

the dispute.

20.6 In the event that Contractor s President and Authority s Director are unable to

resolve the dispute within a reasonable time not to exceed ten 10) business

days from the date of submission of the dispute to them, then each part may

assert its other rights and remedies provided under this Agreement and/or its

rights and remedies as provided by law.

20.7 All disputes utilizing this dispute resolution procedure shall be documented in

writing by each part and shall state the specifics of each alleged dispute and all

actions taken. The Parties shall act in good faith to resolve all disputes. At all

levels described in this Article, the efforts to resolve a dispute shall be

undertaken by conference between the Parties respective representatives, either

orally, by face-to-face meeting or by telephone, or in writing by exchange of

correspondence.

20.8 Notwithstanding any other provision of this Agreement, Authority s right to

terminate this Agreement under any termination provision hereunder, and

Authority s right to seek injunctive relief or specific performance, shall not be

subject to this Dispute Resolution Procedure. The preceding sentence is

intended only as a clarification of Authority s rights, and shall not be deemed to

impair any claims that Contractor may have against Authority or Contractor s

rights to assert such claims after any such termination or such injunctive relief

has been obtained.

21.0 WHISTLEBLOWER REQUIREMENTS

No CONTRACTOR shall adopt any rule, regulation or policy preventing an employee

from disclosing information to a government or law enforcement agency, where the

employee believes the information discloses violation or noncompliance with a state or

federal regulation; nor shall an employer retaliate against an employee for taking such

actions as set forth in the California Labor Code, Sections 1101 et seq.


CA-18

AWARDED: 12.31.01



22 0 PUBLIC RECORDS ACT

A. All records documents drawings plans specifications and other material

relating to conduct of the AUTHORITY's business, including materials

submitted by the CONTRACTOR in its Proposal and during the course of

performing the Services under this Agreement, shall become the exclusive

property of the AUTHORITY and shall be deemed public records. Said

materials are subject to the provisions of the California Public Records Act

(Government Code, sections 6250 et seq.). The AUTHORITY's use and

disclosure of its records are governed by this Act.

B. The AUTHORITY will not advise as to the nature or content of documents

entitled to protection from disclosure under the California Public Records

Act, including interpretations of the Act or the definitions of TRADE

SECRET. The AUTHORITY will accept materials clearly and prominently

labeled TRADE SECRET or CONFIDENTIAL or PROPRIETARY as

determined by the CONTRACTOR. The AUTHORITY will endeavor to

notify the CONTRACTOR of any request of the disclosure of such

materials. Under no circumstances, however, will the AUTHORITY, be

liable or responsible for the disclosure of any labeled materials whether

the disclosure is required by law or a court order or occurs through

inadvertence, mistakes or negligence on the part of the AUTHORITY or its

offcers, employees, and/or CONTRACTOR's.

C In the event of litigation concerning the disclosure of any material

submitted by the CONTRACTOR, the AUTHORITY's sole involvement will

be as a stake holder, retaining the material until otherwise ordered by a

court. The CONTRACTOR at its sole expense and risk shall be

responsible for prosecuting or defending any action concerning the

materials, and shall indemnify and hold the AUTHORITY harmless from all

costs and expenses included in attorneys' fees in connection with such

action.

23 0 WAIVER

No waiver

of a breach of any provision of this Agreement by either part shall constitute

a waiver of any other breach of the provision, or of any other provision of the

Agreement. Failure of either part to enforce any provision of this Agreement at any

time shall not be construed as a waiver of that provision.

24 0 GOVERNING LAW

The validity of this Agreement and of any of its terms or provisions, as well as the rights

and duties of the parties hereunder shall be governed by the laws of the State of

California.


CA-19

AWARDED: 12.31.01



25.0 ENTIRE AGREEMENT

This Agreement, and any attachments or documents incorporated herein by inclusion or

by reference, constitutes the complete and entire agreement between the AUTHORITY

and CONTRACTOR and supersedes any prior representations understandings

communications, commitments, agreements or proposals, oral or written.

26.0 PLACE OF PERFORMANCE

The California counties of Los Angeles Riverside San Bernardino Orange Ventura

and San Diego (north of and including the Oceanside area).

27.0 ASSIGNMENTS AND SUBCONTRACTING

AUTHORITY shall be entitled to assign this Agreement to any successor entity that

assumes all or substantially all of the responsibility for the TVMS System upon providing

written notice of such assignment to CONTRACTOR. Neither this Agreement nor any

interest herein nor claim hereunder may be assigned by CONTRACTOR either

voluntarily or by operation of law nor may all or any part of this Agreement be

subcontracted by CONTRACTOR without the prior written consent of AUTHORITY.

Consent by AUTHORITY shall not be unreasonably withheld nor deemed to relieve

CONTRACTOR of its obligations to comply fully with all terms and conditions of this

Agreement. This Agreement is personal to CONTRACTOR and it duties may not be

assigned or subcontracted to a third party without the express written consent of

AUTHORITY.

28.0 LIMITATION OF LIABILITY

The warranties of Contractor set out above are in lieu of all other warranties and

conditions, express or implied, including, but not limited to, those concerning

merchantability and fitness for a particular purpose. In no event shall Contractor be

liable to the Authority for any punitive damages that may arise in connection with this

Agreement. In no event shall Contractor be liable to the Authority for any direct, special,

consequential or incidental damages (including, without limitation, lost profis, revenues

or performance assurance charges) which may arise in connection with the

performance or non-performance of any obligations under this or any hardware or

softare furnished or installed hereunder in an amount that is the greater of two million

dollars ( 2,000,000) or twenty percent 20% of the overall payments to Contractor under

this Agreement, as adjusted by change orders and amendments. This limitation shall

not apply to any claim for indemnity made by Authority under Section 30.3 (intellectual

propert rights and infringement of the Prime Contract and Section 7.4 of the License

Agreement.


CA-20

AWARDED: 12.31.01



29.0 ATTACHMENTS

Part A, Scope of Work

30.0 DEFINITIONS

The defined terms used herein shall have the same meanings and uses as provided for

in the Prime Contract and the License Agreement, such definitions being incorporated

herein by reference. The following additional terms when used throughout and

hereinafter with initial

letter capitalized, shall have the following meanings:

30.1 Four Digit Year Format shall mean a format that allows processing of a four

digit year date: the first two digits shall designate the century and the second two

digits shall designate the year within the century. As an example, 1996 shall

mean the 96th year of the 20th century.

30.2 Leap Yeat' shall mean the year during which an extra day is added in February

(February 29th). Leap Year occurs in all years divisible by 400 or evenly divisible

by 4 and not evenly divisible by 100. For example, 1996 is a Leap Year since it

is divisible by 4 and not evenly divisible by 100. 2000 is a Leap Year since it is

divisible by 400. The year 2000 is a Leap Year.

30.3 System and TVMS System shall refer to any and all computer programs

and/or products to be developed, delivered, supplied, installed and/or maintained

by ASCOM in accordance with all of the terms, conditions and requirements of

the Prime Contract, including but not limited to, any and all ticket vending

machines, multi-trip ticket validators, ticket offce machines, CMS System, and

related equipment as identified in the Exhibits and Attachments to the Prime

Contract.

30.4 Year 2000 Compliant shall mean that the data outside of the range 1900-1999

shall be correctly processed in any level of each System component.

30.5 Year 2000 Capabilties means each System component (1) shall properly

manage and manipulate data involving dates, including single century formulas

and multi-century formulas, and shall not cause an abnormally ending scenario

within the application or generate incorrect values or invalid results involving such

dates, and (2) shall provide that all date-related data interface functionalities

include the indication of century.

30.6 Catastrophic Failure means a system-wide error condition affecting over 50% of

TVMs that significantly inhibits ticket purchases, such as non-acceptance any

single mode of payment, incorrect ticket prices, inability to issue any single ticket

type, out-of-order condition, which lasts 12 or more hours in a given day.


CA-21

AWARDED: 12,31.01



30 7 Response Time/Performance Criteria means the criteria set forth on Section IV

of

the attached Part A Scope of Work.


CA 22

AWARDED: 12.31.01



IN WITNESS WHEREOF, the parties hereto have caused these presents to be

executed on the date shown below, but effective on the date first hereinabove written.

"CONTRACTOR"

ASCOM TRANSPORT SYSTEMS, INC.

PETER SANDS

President

~~i:

) talT ,c. 5t ,\(o. ~~

AUT lTV

SOU R

Date

_,z/z& CJl

Datel (

FORNIA REGIONAL RAIL AUTHORITY

r-i/t,i/ót

Date

Tax 1.0. No.

APPROVED AS TO FORM:

LLOYD W. PELLMAN

County Counsel - County of Los

Angeles

iilz.f/oi

Date


CA-23

AWARDED: 12.31.01



SOUTHERN C LIFORNI REGION L R IL UTHORITY

METROLINK COMMUTER R IL SYSTEM

PART

A

M INTEN NCE SCOPE OF WORK


TICKET VENDING M CHINE ND CMS M INTEN NCE



TICKET VENDING MACHINE MAINTENANCE SCOPE OF WORK

i. EQUIPMENT MAINTENANCE OBJECTIVE

The objective of the equipment maintenance program is to maximize fare collection

system equipment availability to passengers. Specifically, Contractor shall ensure

equipment is fully operational, providing passengers accurate and reliable service at all

times of use with an emphasis on periods of high sales volumes. The Contractor shall

also control maintenance costs, spare parts inventory and consumable costs.

Contractor shall provide full service five days a week, Monday through Friday and

limited service on Saturday. Period of Performance is for a five year period with five

one year options.

II. MAINTENANCE REQUIREMENTS

The Contractor shall provide all labor, materials including spare parts and consumables

(with the exception of ticket stock) (see Attachment B), tools, transportation, test

equipment, facilities and supervision to maintain ticket vending machines (TVM s), multi-

trip ticket validators (MTTV s), ticket offce machines (TOM s), Central Management

System (CMS), fare collection system network (Network) and related equipment as

identified on Attachment A, attached hereto and made a part hereof. The Contractor is

responsible for all maintenance regardless of whether equipment or passenger -induced

problems occur.

Contractor will ensure that all component and softare systems, which taken together

comprise the TVM sales network, will be administered and maintained so as to function

within all manufacturer performance and service specifications. The system shall self-

monitor all critical component and softare functions employing an automated

diagnostic and warning message system. Contractor shall address error messages

timely as specified and pro actively monitor and analyze indicators of sub standard

performance to prevent as well as to correct system malfunctions and maximize system

availability.

SCRRA may purchase a material and service tracking data base management system.

The system may include the use of bar codes and bar code scanners. Contractor is

required to cooperate with SCRRA and facilitate implementation of the system by

applying and consistently scanning bar codes on TVMs and system sub-components. In

such event, this is charged out of scope. SCRRA recognizes that it may be difficult or

impossible to apply bar codes to certain sub-components.

The Contractor s maintenance shall consist of but not be limited to:


A-1

AWARDED: 12.31.01



A. Preventative Maintenance (PM) of TVM s, MTTV s, eMS, Network, and

Related Equipment.

1. Contractor shall provide monthly PM for each TVM, MTTV. PM shall

include but not be limited to the following:

a. Overall performance check in accordance with manufacturer s

operating specifications.

b. Replacement or repair of parts and consumables as required.

c. Cleaning inside and out.

d. Removal of stains and markings due to minor vandalism.

e. Adjustments as required to meet manufacturer s operating

specifications (identified from error report.)

f. Moves to purchase contract.

PMs wil be performed as follows:

TVM, Monthly PMs (2d 3d month of each quarter)

Each TVM will receive eight monthly PMs per year, consisting of the

following:

1. Cleaning outside.

2. Cleaning all accessible insertion apertures.

3. Cleaning card reader.

4. Consumables change if necessary (i.e., printer ribbon (Ascom

ribbon), light bulbs, etc.).

5. Replacement or repair of parts, including damaged display

coverings, tactile strips, information panels, etc. on front of TVM.

TVM, Quarterly PMs (1 st month of each quarter)

Each TVM will receive four quarterly PMs per year, consisting of the

following:

1. Cleaning in- and outside.

2. Cleaning of card reader.

3. Cleaning of coin verifier.

4. Cleaning of printer-multifeeder.

5. Cleaning of Bank Note Acceptor (BNA). Statistic read out.

6. Consumables change if necessary (Le., printer ribbon (Ascom

ribbon), light bulbs, etc. on SCRRA's request). Parts wil be

replaced or serviced as identified on Exhibit B.

7. Function Test of critical units such as backup battery, printer, BNA,

coin verifier etc.

8. Lubricating locks if required.


A-2

AWARDED: 12.31.01



9. Check and adjust date and time.

Validator PMs

Each Validator will receive one PM per month, consisting of the following:

1. Cleaning of all accessible parts and removal of all ticket chads and

foreign debris.

2. Function check date/time/test cancellation).

3. Read out of statistical data.

4. Adjustments as necessary.

Preventative Maintenance Work Scope Exclusions

The following items are excluded from the scope of work listed above:

1.

Labor and parts for cleaning repair or replacement due to

accidental damage, vandalism, civil or natural disturbances, major

abuse or misuse, or as a result of unauthorized repairs or

adjustments.

Service calls due to faulty utilities i.e., power, phone lines, etc.).

Consumables such a ticket paper, TVM audit paper, keys, etc.

Service requested which is outside the contractual service- and

hourly/daily coverage provisions for the equipment involved.

2.

3.

4.

Note:

At start of this Agreement Ascom Technical Service wil retain

all system keys except vault access for purposes of

performing PMs during daylight hours.

2. Contractor shall monitor and provide all maintenance to the CMS, client

workstations, the Network, and related equipment including system

monitoring, system administration, hardware support, softare support,

softare maintenance and hot-line. Service shall include but not be

limited to the following:

. Daily database backup.

. Network monitoring and trouble shooting.

. Provide EFT reconciliation, financial clearinghouse and bank support.

. Provide SCRRA with Amtrak and other agency reconciliation support

. Financial clearinghouse network support and monitoring of activity to

ensure problems are detected promptly.

. Cooperate with testing and implementation of financial clearing house

softare changes.

. Communications monitoring, modifications and troubleshooting.

. CMS softare support.


A-3

AWARDED: 12 31.01



. Ascom performs essential system administration tasks involving

hardware i.e.: adding and removing hardware components,

preventive maintenance on hardware components, etc. replacement

of hardware components for upgrade purposes is outside of scope)).

. Ascom performs essential system administration tasks on the

operating system level i.e.: set up users, set up printers, monitor disk

space and processes, ensure system security, ensure all reports are

accessible, etc.).

. Ascom monitors the database and performs essential database

administration tasks i.e.: monitor disk space and processes, limit the

data, ensure data integrity, ensure data security, etc

. Ascom performs essential application administration tasks i.e.: set up

users, set up groups, set up printers, add terminals, modify terminal

settings, delete terminals, etc.).

. Ascom provides two 2) fare price changes per Agreement year, with

screen and audio changes as applicable screen and audio changes

should occur automatically and do not require separate code or script

changes). Modification of price only, e.g. yearly price decrease and

increase of monthly pass fare are considered as two 2) fare price

changes.)

. Ascom implements and maintains a fully automated monitoring

system. It monitors the entire system 24 hours a day, 7 days a week,

and dispatches a responsible system engineer to address catastrophic

failures.

. In order to ensure the data integrity of the overall system, Ascom

monitors the data transfer between devices, including from the

terminals TVMs) to the CMS and from the CMS and TVMs to the

financial system and to the clearinghouse. In case of a failure on a

terminal or in the communication, Ascom recovers data from SRAMs

and/or hard disks.

. Ascom works with Amtrak to ensure communication and compatibility

of its softare with that of the ARROW system. Ascom tests and

installs ARROW upgrades and patches as needed to maintain

ARROW functions at the TVMs. Ascom is not responsible for failures in

the Amtrak ARROW communications that occur beyond the Ascom

firewalL. However, in the event of such failure, Ascom is responsible for

efforts to identify and resolve errors, including 1) prompt notification

to Amtrak of the failure or delay in communications, 2) prompt

notification to SCRRA of failure in communications with Amtrak, 3)

request for timely updates from Amtrak of problem status and efforts to

resolve, 4) verification of resolution after notified of same by Amtrak,

and 5) notification to SCRRA of resolution.

. Ascom works with the EFT provider to ensure communication and

compatibility of its softare to support credit/debit acceptance and

CONTRACT NO. MS19D-03

A-4

AWARDED: 12.31.01



accuracy of related data. Ascom tests and installs upgrades and

patches as needed to maintain credit/debit functionality at the TVMs.

. Ascom wil test all softare/communication patches, changes and

upgrades and provide test data documentation to SCRRA prior to

installing such changes onto the live network.

. Ascom will provide written documentation test procedures and test

reports of softare/communications upgrades to SCRRA prior to

installation on the network.

. Ascom assists the customer in finding solutions for additional

requirements (it does not include the implementation of new

requirements).

. For all components covered under this Agreement, investigate and

locate hardware and softare problems and report the results to the

Ascom development and/or third part companies.

. Ascom delivers a monthly status report about the overall system

performance.

. Ascom schedules regular status meetings.

. If applicable, Ascom assists the customer s field technicians to solve all

kinds of softare related problems on the terminals.

. Ascom is responsible for the effective management of the system

support work.

. Ascom is responsible for backups.

. Ascom is responsible for reloading backups onto the system.

. Ascom administrates the hardware and softare maintenance/support

contracts that are in place with third part companies.

. Ascom Informs the customer about new hardware and softare

options that become available on the market and which Ascom

becomes aware of.

. Consumables backup tapes, cartridges, toners, paper, etc.) are

provided by Ascom.

. Ascom assists the customer's revenue manager in using CMS, client

workstations, and in making CMS parameter changes. The hot-line

does not provide direct end user support.

B. CORRECTIVE MAINTENANCE (NON CHARGEABLE FAILURE)

Contractor shall provide maintenance 5 days a week and as needed repair

including; cleaning of machine and removal of stains and markings due to minor

graffti, correction of all failures due to machine error, and replacement of

components and/or consumables. Contractor is responsible for replacement of

parts due to equipment failure. Ascom shall notify SCRRA of all scrapped

modules and components.

Service includes, but is not limited to:


A-5

AWARDED: 12.31.01



. Responding to technical errors within the chosen service hours and

response times.

. Correcting errors on site or replacement of defective unit/module and

repair in the shop.

. Labor and parts to repair unit/module in the shop or on site.

. Investigate, locate and fix problems related to the operating system

that fail to meet the MTBF/MCBF values.

. Perform essential administration tasks on the level of the operating

system Le. monitor disk space and processes, guarantee data

security, etc.).

. Assist the customer in finding solutions for additional maintenance

requirements specifications excluded).

. Investigate, locate and fix problems related to the TVM application

failing to meet the MTBF/MCBF values. Update of application and

third party SoftWare within the existing functionality of the TVM, CMS,

and Network if required to maintain specified performance, with

installation determined by Ascom. New functionalities requiring an

application update are excluded).

Note: If staff from SCRRA or Revenue Personnel is required, agreed

upon meet times must be met by both parties. Waiting times

in excess of 30 minutes by either part may result in charges

for the whole waiting time on non-chargeable calls and/or

shifting of priority to another calL. Proof of time of response

may be obtained through the service history of the TVM. This

requires a log-in with the personal pad module at the unit upon

arrivaL.

C. CORRECTIVE MAINTENANCE CHARGEABLE FAILURE)

Contractor shall provide repair that is not a direct failure of the machine. SCRRA

pays for labor and parts damaged beyond repair due to failures resulting from

outside influences such as accidental damage, vandalism, civil or natural

disturbances Le. earthquakes, foreign objects, etc.). Ascom wil provide a

maximum of 60 free hours non-cumulative) Out of Scope labor per

calendar quarter three months). Chargeable failure includes:

. Ribbon change exception: during normal service call or PM, the labor

to change Ascom ribbons wil be covered).

. Clearing of in- and/or outside due to vandalism Le. spray paint,

markers, etc.).

. Service due to faulty utilities i.e. power, phone lines, etc.).

. Service required due to improper, incomplete, or lack of revenue

servicing.


A-6

AWARDED: 12.31.01



. Service required to clear ticket, bil or coin jams where cause was not of

a technical nature (i.e. foreign objects in bil or coin slot, pilot holes not

cut, etc.).

D. DAILY DIAGNOSTIC CHECKS

Ascom shall perform daily diagnostic checks of the communications network and

between TVM's and CMS and between the system and the Financial Clearing

Service. Monitor CMS messages at least once a half hour beginning at 4:00 AM

until 8:00 PM. Monitor credit/debit activity via the clearinghouse. Advise SCRRA

immediately when assistance is required by revenue servicing contractor.

E. SOFTWARE CHANGES/DATA INPUT AND VERIFICATION AS NEEDED

OPERATIONALLY, TO TVM S, CLIENT WORKSTATIONS AND CMS.

1. Include changes and updates to fare structure and displays/audio

messages. However, fare structure changes shall be taken to mean

price and/or value changes, and not concept changes, such as zone vs.

destination, or adding an additional zone which require softare

modifications and possible changes to the TVM front plate layouts.

Contractor shall provide complete verification and testing (i.e. bil verifier

upgrade to softare to be tested by feeding machine bills.)

2. Softare loads where the provision of the new or updated softare is

required by the terms of and during the term of this Agreement.

3. Ascom Software. Ascom wil fix softare problems in any softare

module identified under this Agreement. In this context softare

problems are defined as occurrences in which the system does not

perform within the requirements of the Specifications. Ascom will fix the

problem to bring the system back within Specifications.

4. Third Party Software. In order to provide softare support for third part

products used within the Ascom softare, Ascom works together with the

softare suppliers on a maintenance subcontract basis. All third part

products used within the system shall adequately supported to ensure that

specified system functions are achieved and maintained for a minimum

period of ten (10) years from the date of final system acceptance.

5. Ascom Software Maintenance. Ascom maintains the development

infrastructure and the know-how for the Ascom softare. If needed,

Ascom releases new softare versions that contain operational fixes (no

functional enhancements).

6. Third Party Products Maintenance. In order to provide softare

maintenance for third part products used within the Ascom Softare,


A-7

AWARDED: 12.31.01



Ascom works together with the softare suppliers on a maintenance

subcontract basis. Ascom shall use its best efforts to obtain for SCRRA

free upgrades of 3rd part softare.

F. TRAINING

1. Complete training for revenue servicing contractor(s). Include TVM, Buco,

vault and coin drum training for new revenue servicing contractor(s). Two

days of in-house training is required for new revenue servicing

contractor up to eight people per day in accordance with the price

schedule.

2. Contractor shall provide complete maintenance transition training and

support if SCRRA chooses to bring service in house.

3. Additional training and instruction as requested including training on client

workstations for SCRRA and AMTRAK staff.

G. OBSERVATION OF TVM CASH COLLECTION AND ACCOUNTING

SERVICES CONTRACTOR

Ascom shall provide quarterly observation of the TVM Cash Collection and

Counting Services Contractor. Ascom shall participate in a one-day ride along

and submit a written report to SCRRA with a brief evaluation of the TVM Cash

Collection Contractor s compliance with standard operating procedures. Ascom

shall include recommendations for improvement.

H. OPTION: SiX DAY FULL COVERAGE

The six day full coverage will be on Saturdays and will meet all performance criteria in

Section IV. It will include all lines with coverage Monday-Saturday during the hours of

4a.m-8p.m.

This service will be ordered at least two months in advance and be effective for a

minimum period of 6 months. Cancellation of this option will be done in writing three

months prior to end of service.

i. OPTION: SUNDAY ON CALL

Service Scope of Work

Ascom will provide a Sunday on call service if notified at least three days in advance.

The request wil state the number of technicians required not to exceed two technicians

per on call Sunday service.

Technicians must respond to call within 30 minutes and be in route to station. SCRRA

wil set priorities if there is more than one call otherwise technician shall respond on a

first call first served basis.


A-8

AWARDED: 12.31.01



II. DAYS/HOURS OF COVERAGE

Full service shall be provided 5 days a week Monday through Friday. Contractor shall

schedule hours of service to maximize response time and performance criteria as

identified under Item IV. SCRRA s objective is to have maximum availability in

accordance with performance criteria noted in IV. below of TVMs at all stations except

Union Station by 4:00 a.m. and by 4:00 p.m. at Union Station. On Saturdays one

qualified technician shall work one shift (8 hours, as mutually agreed). SCRRA s project

manager will set service priorities with Ascom s service manager, to include monitoring

system performance and response to error messages.

Hours of Full Service Coverage: 4:00 a.m. to 8:00 p.m. Monday to Friday

plus Saturday person (for 9 hours).

Contractor will provide staffng schedule to SCRRA s project manager and notify

SCRRA of changes.

CMS Service Hours

The service hours for hardware and softare support are Monday through Friday, 8:00

a.m. to 4:30 p.m. (except holidays).

The service hours for system administration and the hot-line are Monday through

Friday, 6:00 a.m. to 4:30 p.m. (except holidays).

iv. RESPONSE TIME/PERFORMANCE CRITERIA AND PERFORMANCE

ASSURANCE CHARGES

Contractor shall pro-actively manage the communications network and the CMS to

maximize system availability and insure proper functioning. Ascom is not responsible for

failures in the EFT communications that occur beyond the Ascom firewalL. However, in

the event of such failure, Ascom is responsible for reasonable best efforts to minimize

down time, including, (1) prompt notification to the EFT of the failure or delay in

communications with repeated attempts to notify EFT until EFT acknowledges

awareness of the problem, (2) prompt notification to SCRRA of failure in

communications with EFT, (3) request for periodic updates from EFT of problem status

and efforts to resolve, (4) verification of resolution after notified of same by EFT, and

(5) notification to SCRRA of resolution. In addition, Ascom will have a process to record

frequency and duration of EFT communication failures and evaluate EFT performance

related to communications failures. Ascom will support SCRRA in resolving EFT

performance issues, including providing supporting documentation. Contractor shall

respond promptly to network, communications and CMS problems during service hours,

or when notified outside of service hours when the Contractor is in an on-call status, in a

diligent and professional manner, with appropriate professional resources. Contractor

shall assess the problem, its impact on the system, and the estimated time needed to


A-9

AWARDED: 12.31.01



correct it. Ascom shall promptly notify SCRRA of problems impacting data accuracy or

service to passengers, and keep SCRRA informed of progress and issues as they arise.

This procedure shall be implemented only in the event of a major network failure or in

the event of repeated network failures of a similar nature.

Subject to force majeure events or failures caused solely by acts or omissions of the

Authority or its agents Ask Milerrepair of softare used to support operation of TVMs

and CMS shall be performed and completed for conditions that affect Credit/Debit card

functionality, including data integrity, within the following time periods, at a minimum:

a) The same day for credit/debit card functionality failures that occur between

12:00 a m and 8:59 a m

b) By 6:00 a.m. the next working day for credit/debit card functionality failures

that occur between 9:00 a.m. and 6:59 p.m.

c) The end of the next working day for credit/debit card functionality failures that

occur between 7:00 p.m. and 11 :59 p.m.

Ascom shall work with the clearinghouse provider, and monitor credit/debit sales under

the new system configuration identify softare and/or communications problems and

respond in accordance with the scope of work requirements.

Contractor shall respond to chargeable and nonchargeable failures and correct errors to

maximize machine availabilty during periods of heavier use; in the morning at all

stations except Union Station in the afternoon at Union Station and the month-end

pass sales period. Contractor wil address problem messages and pro-actively monitor,

analyze, and address indicators of sub-standard system performance to prevent system

malfunctions and maximize system availability.

Included in the response time/performance criteria are field calls that require on site

servicing for both chargeable and non-chargeable failures. Stations with one TVM

have first priority and Union Station has second priority.

Definition of Response Time for 1 and 2 below: CONTRACTOR s technician shall

respond and correct the failure within the time permitted. The Response Time does not

apply to extreme out-of-scope service requests (major vandalism, civil disturbances,

extreme weather conditions, acts of God, etc.) and PMs.

Definition of Peak Sales Period: the last three Metrolink operating weekdays of the

month and the first three Metrolink operating weekdays of the next month. These six

days are the peak sales days for monthly passes.

Non-Peak Sales Period: any days and times other than days and times identified as

Peak Sales Periods.


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AWARDED: 12.31.01



The time used to correct the problem on site will be clearly stated on the service report.

1. Union Station

Maximum 4 hour average response time for errors reported between 6:00 a.m.

to 12:00 p.m. and two 2) hour response time for errors reported between 12:00

p.m. and 4:00 p.m. Errors reported after 4 p.m. and before 6 a.m. shall be

corrected within an average of 4 hours counting from 6 a.m.

2. All other stations

All chargeable and nonchargeable failures reported/registered at 6:00 p.m. or

later shall be corrected the next working day, and all chargeable and

nonchargeable failures reported prior to 9:00 a.m. on a working day shall be

corrected the same day; and

All chargeable and nonchargeable failures reported/registered 9:00 a.m. to 6:00

p.m. on a working day shall be corrected no later than 4:00 a.m. the next working

day; and

All failures reported on a non-working day shall be corrected the next working

day; and priority shall be given to stations with only one TVM.

3. Pager Response

Contractor shall be available by pager and respond to calls by SCRRA project

manager or delegate within 30 minutes during days and hours of coverage and

within 90 minutes of off hours. Contractor shall be available for emergency

situations via pager after normal working hours.

4. Error message Response

Contractor will deliver all performance/maintenance/revenue servicing messages

from CMS or other sources immediately via an agreed upon form of automated

messages process to all appropriate BOT.

5. Repair Turnaround

Repair of hardware used to support operation of CMS the network and TVMs

shall be performed and completed same day for conditions in which there is a

probability of data loss or corruption resulting from defective equipment condition.

For example if a hard disk is malfunctioning there is a probability of data loss or

corruptions and the machine should be either taken off line or the drive repaired

or replaced. Repair of non-critical support hardware shall be performed within

two weeks of failure or if longer as agreed to in advance by SCRRA.


A-11

AWARDED: 12.31.01



Performance assurance charges

For each Peak Sales Period day in which a Catastrophic Failure occurs

performance assurance charges will be assessed in the amount of 5,000 for

the first day, plus 10,000 for second day for the same Catastrophic Failure in

same sales period (whether or not consecutive), plus 15,000 for each additional

day. A subsequent Catastrophic Failure having a totally independent cause shall

be independent of a prior Catastrophic Failure for Performance Assurance

Charges.

For each non-peak sales period day of Catastrophic Failure, 1,000/day for the

first non peak sales day in a given month, plus 2,000/day for the second non

peak sales day in that month, plus 3,000/day for each additional non peak sales

day in that month. . A subsequent Catastrophic Failure having a totally

independent cause shall be independent of a prior Catastrophic Failure for

Performance Assurance Charges.

For each occurrence of incorrect charges/credits to a customer due to softare

error in system maintained by Ascom, 60 per occurrence form time Ascom

knew or should know of error

For failure to meet the Response Time/Performance Requirements:

1. Union Station:

For each non-peak day for which the defined response time does not meet the criteria,

50 per day per TVM, After two (2) failures per month not to exceed 8 failures per year.

For each Peak Sales Period day in which the criteria are not met, 250 per day per

TVM.

2. All other Stations:

For any month in which the general criteria are not met:

- 100 per day per TVM of 95% compliance, except the amount will be

200 per day if non-compliant stations are equipped with a single TVM.

- 250 per day per TVM below 90% compliance, except the amount will be

500 per day per TVM if non-compliant stations are equipped with a single TVM.

v. REPORTING, RECORDS AND ANALYSIS OF REPORTS

A. Record keeping of all maintenance work performed and generation of the

following weekly and monthly reports:

1. Monthly summary of PM service performed including service date and

time of each machine, with back-up including complaint cards, to be

submitted by the 10th of the following month.


A-12

AWARDED: 12.31.01



2. Monthly report submitted by the 15th of the month for chargeable and non

chargeable corrective maintenance. Report shall be sortable and include

a service summary by station and:

. Date

. Station

. Technician I.D.

. Type of Equipment

. Equipment number

. Error code

. Description of service performed

. ELCO or other unit identifier, if applicable

. Identify whether error is chargeable or non chargeable

. Report number

. Time error reported to time repaired and whether response was

compliant with Section IV response time/performance criteria above.

. Source of error report, i.e. CMS or field report

. Summary of overall performance and compliance with Section IV.

3. Backup documentation for chargeable failures to accompany invoice.

4. Mean Cycle Between failures MCBF), Mean Time Between Failures

(MTBF) and Mean Time to Repair (MTTR) for each separate class of fare

equipment when requested by SCRRA.

5. Bad Order report for Bucos, coin drums, bill boxes and cash boxes due by

the 15th of each month.

6. Yearly inventory report to be submitted by July 15th for the year ending

June 30th.

7. SCRRA shall have the right to audit reports and Ascom shall retain

individual technician documentation and back-up.

B. Ascom wil correct CMS ticket sales data by the fifth working day of each month

in order for SCRRA to ensure accuracy of system generated financial and

revenue reports.

C. Ascom shall provide Excel files electronically to SCRRA no later than the 15th of

the month, which contain all ticket records for the prior month. At a minimum,

this file contains, for each ticket sold, origin station, destination, number of tickets

sold by ticket type (one-way, round-trip, 10-trip - combining all rider types,

discounts, etc. into these categories), number of monthly passes sold (for current

month and for next month, combining all rider types and discounts). Three files


A 13

AWARDED: 12.31.01



are to be submitted: one containing all weekday sales, one containing all

Saturday sales, and one containing all Sunday sales.. Written instruction on how

to use this file will be submitted. Ascom will ensure the accuracy of these

records and assist SCRRA in reconciling them to other system-generated data.

Any errors detected by SCRRA wil be corrected within five working days.

Vi. INVENTORY CONTROL

A. Contractor shall maintain an inventory control system for all spare parts

component modules, consumables, equipment and CMS.

B. Contractor shall furnish all spare parts, test equipment and consumables for

maintenance. Contractor may use spare parts from the basic inventory owned

by SCRRA, but must replace any such parts used free of charge within one

month of use.

Consumable items include:

. Printer Ribbon

. Batteries For memory)

. Light Bulbs

. Fuses

. Small hardware Fasteners, etc.)

C. Contractor shall pick up defective cash boxes, bill vaults, BUCOs and

coin drums every other week from the TVM Cash Collection and

Counting Services Contractor. Contractor shall return repaired units

within two weeks of pickup unless otherwise agreed upon by SCRRA. If

the TVM cash collection s facility is further than 15 miles from the

Glendale repair shop Ascom may charge time and mileage beyond 15

miles to pick up equipment.

D. Force majeure events including vandalism, Contractor must maintain a minimum

supply of non-defective revenue servicing units (BUCOs, coin drums, bill boxes

and cash boxes) to ensure the unimpeded availability of revenue servicing

equipment.

E. Contractor shall provide maintenance facility and its security protection.

VII. SAFETY

Applicable OSHA standards wil be observed for maintenance personnel on-site.

Service technicians wil be required to wear safety glasses and safety shoes.


A-14

AWARDED: 12 31.01



VII. PRICING

See Exhibit 1 Rate Schedule.

Xl. MACHINE ACCESS

Maintenance personnel shall have access to all components of the TVM except the

cash box bill vault and supplemental change storage units. 10

of maintenance person

shall be checked by the machine. Failure to provide a correct 10 within the present time

shall cause an intrusion to be alarmed. When access is required for these assemblies,

revenue personnel will need to be present and shall physically remove the money

containers. Maintenance personnel shall not handle money containers except for repair

functions following removal of all money by revenue personneL. Where this is not

possible due to jams or other malfunctions revenue personnel shall observe all

maintenance activity and secure the money as soon as possible. A maintenance report

shall be available to maintenance personnel employing appropriate security code. The

report shall list the most recent ten 10) problem codes including the date and time

when each occurred plus date and time of response/repair and responsible maintainer.


A-15

AWARDED: 12.31.01



ATTACHMENT A

METROLlNK, TVM, MTTV, CMS AND

RELATED EQUIPMENT

Station/Location

TVMs Ticket Vending

This list is indicative

for

Machines

pricing purposes.

SCRRA Offce

a

Los Angeles Union Station

8

Glendale

2

Burbank

3

Burbank Airport

1

Van Nuys

2

Northridqe

2

Chatsworth

2

Simi

Valley

2

Moorpark

2

Camarillo

1

Oxnard

1

Montalvo

1

Sylmar/San Fernando

2

Newhall

2

Santa Clarita

2

Sun Valley

2

Princessa

2

Vincent

2

Lancaster

2

CSULA

2

EI Monte

2

Baldwin Park

2

Covina

2

Downtown Pomona

2

Pomona

2

Claremont

2

Montclair

3

Upland

2

Rancho Cucamonga

2

Fontana

2

Rialto

2


AT-A-1

AWARDED: 12.31.01



Station/Location

TVMs Ticket Vending

This list is indicative

for

Machines

pricing purposes.

San Bernardino

3

Riverside

4

Pedley

2

East Ontario

2

Industry

2

Montebello

2

Commerce

1

Norwalk

2

Fullerton

3

Anaheim

2

Orange

2

Santa Ana

2

Tustin

2

Irvine

2

Mission Viejo

2

LaQuna NiQuel

2

San Juan Capistrano

2

San Clemente

2

Oceanside

2

La Sierra

2

Downtown Corona

2

West Corona

2

Anaheim Canyon

2

Test Equipment

3TVM

Test:

1 old 8050 TVM until not needed), 1 retrofitted TVM, 1 B8070N.

Total to be assumed for pricing Metrolink Service: 54 Stations, 124 retrofitted TVMs

in service, 128 MTTVs, 12 new TVMs . Additional new TVMS and stations may be

added to the maintenance at the rates in accordance with this agreement.

AMTRAK STATIONS Outside current Metrolink service area). 12 new TVMs. This list

is indicative, for pricing purposes.

AMTRAK STATIONS

TVMS all 88070N)

San Luis Obispo

2

Santa Barbara

2

Grover Beach

1


AT-A-2

AWARDED: 12.31.01



Goleta

1

Carpinteria

1

Guadalupe

1

Lompoc

2

Ventura

2

CMS Equipment

Client Workstations

Additional Revenue Servicing Equipment

Inventory: Additional inventory consisting of spare parts components and consumables

not listed above.


AT A 3

AWARDED: 12.31.01



ATTACHMENT B

CONSUMABLES/PARTS LIST

1. Consumables

CONTRACTOR shall include an updated ATTACHMENT B reflecting Ascom s

proposed consumables list.

Ascom will provide labor to change consumables during normal service calls and PMs.

Request to change consumables at a unit as a separate call (no service or PM required)

will result in an out-of-scope charge for labor. Consumables are included in the

Agreement price (item 1 of the Cost Schedule).

List of Consumables:

1. Light bulbs as required for TVMs and Validators

2. Illumination tubes lighting top)

3. Color ribbons

4. Cartridges, toners, ink rollers, etc.

5. Akku packs for UPSs

6. Belts

7. Printer ribbon Autelcan Printer (AP7009), minimum 2 per year for TVMs and TOMs

8. Validator ribbon minimum 2 per year for validators

2. Scheduled Parts

Part replacements due to vandalism, extreme weather conditions, and acts of God are

charged out of scope.

TVM Part Replacement

PARTS TO BE

REPLACEMENT

MAJOR

INTERVAL

COMMENT

REPLACED OR

SERVICE

IN MONTHS

SERVICED (*)

Printer

x

As Needed.

Includes all parts of

the

printer

excludina ribbon.

Multifeeder

x

As Needed.

Includes all parts.

Coin Verifier

x

As Needed.

Includes

all

parts

1 ).

Card Reader

x

As Needed.

Includes all parts

Back Liaht

X

As Needed.

Includes all parts

Akku Pack

X

As Needed.

Includes

all

parts

(backup battery)

2).

BNA/ Escrow

X

As Needed.

Includes

all

parts


AT-B-1

AWARDED: 12,31.01



PARTS TO BE REPLACEMENT

MAJOR INTERVAL

COMMENT

REPLACED OR

SERVICE

IN MONTHS

SERVICED *)

Major parts)

3).

Battery

X

As Needed.

Includes all parts.

Datamodule

Battery PAD-

X

As Needed.

Includes all parts.

Module

Battery PC-CPU X

As Needed.

Includes all parts.

BNA Download

X

As Needed.

Includes research,

SW, SW-Test and

SW-download 4).

Revenue

As Needed.

Includes all parts

Material

for CD, CBX, NBX,

BUCO motor and

PCB 5).

*

Only parts listed in above table are covered.

Failed PCBs on verifiers exchanged by other than Ascom personnel are

excluded.

1.

2.

All Akku pack batteries for TVM Trafo box.

3.

BNA-Download includes all labor for research test and implementation.

However, if the change requires a hardware change or modification such as a

mouth piece change/modification, read head repositioning, relocating of belts or

inlet sensors, etc., the labor and material wil be quoted and billed out of scope.

If an EPROM change is required, the costs for the EPROMs and duplication will

be quoted and charged out of scope.

4.

Ascom Technical Service, Somerset wil cover all labor and parts for Coin Drums

CD), Coin Boxes CBX) and Bill Vaults NBX). We will also include BUCO

motors and electronic components.

5.

Validator, Part Replacement

PARTS

TO BE

REPLACEMENT

MAJOR

INTERVAL

COMMENT

REPLACED OR

SERVICE

IN

SERVICED

MONTHS

Whole Unit

x

As

Includes all parts.

Needed.


AT-B-2

AWARDED: 12.31.01



EXHIBIT 1

RATE SCHEDULE

SCRR CONTRCT NO. MS 1 90 03

CA l

AWARED: 01.01.02



CONTRACT CURRENTLY UNDER NEGOIATIONS WITH VENDOR

i. EQUIPMENT MAINTENANCE OBJECTIVE

The objective of the equipment maintenance program is to maximize fare collection

system equipment availability to passengers during Metrolink service hours.

Specifically, Contractor shall ensure equipment is fully operational, providing

passengers accurate and reliable service at all times of use. Additional Contractor

objectives shall be to control spare part, maintenance, and consumable costs through

the effective management of the Fare Collection System FCS) on a performance basis.

II. MAINTENANCE REQUIREMENTS

The Contractor shall provide all labor, materials, including spare parts and consumables as

listed in Exhibit 1 and 2 with the exception of ticket stock), tools, transportation, test equipment,

facilities and supervision to maintain the following equipment

1. Ticket Vending machines (TVM s),

2. Multi-Trip Ticket Validators (MTTV s),

3. Ticket Office Machines (TOM s),

4. Central Management System (CMS),

5. Ticket Vending Machine System TVMS) network between the network provider router

and TVMS devices) and,

6. Related equipment as identified in Exhibit 1, attached hereto and made a part hereof.

The Contractor is responsible for all maintenance regardless of whether equipment or

passenger-induced problems occur. Covered occurrences and definitions of specific

responsibilities and accountability are discussed in Section 11.2 Equipment Performance

Standards and Availability of this agreement.

The Contractor shall provide all labor and materials required to support the installation andlor

relocation of TVM and MTT units as required during the term of this contract. The cost for

expresslanes_electronic ticketing app 2014

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