1 TWELFTH MODIFICATION OF AGREEMENT NO. 8152 (CCS)
This Twelfth Modification of Agreement Number 8153 (CCS) (“Twelfth Modification”), entered into as of June 30, 2021 (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group, Inc. (“Trapeze”), a Delaware corporation (collectively referred to as “the parties”), and is made with reference to the following:
RECITALS
A. On or about May 30, 2003, the City and Siemens Transportation Systems, Inc. entered into Agreement Number 8153 (CCS) (“Original Agreement”) for an Advanced Fleet Management System (“AFMS”), which was subsequently amended by the following:
(i) First Modification dated on or about June 1, 2004 to authorize assignment of the agreement to Siemens VDO Automotive Corporation; (ii) Second Modification dated on or about June 17, 2004 to increase the amount of compensation;
(iii) Third Modification dated on or about March 21, 2005 to delete certain services and to reduce the contract price;
(iv) Fourth Modification dated on or about March 2, 2006 to delete certain services and to reduce the contract price;
(v) Fifth modification dated on or about August 11, 2006 to extend the term and amend the deliverables;
(vi) Sixth modification dated on or about December 8, 2008 to authorize assignment of the agreement to Continental Automotive Systems US, Inc.; (vii) Seventh Modification dated on or about June 18, 2009 to extend the term and for revised milestone payments;
(viii) Eighth Modification dated on or about October 19, 2010 to authorize assignment of the agreement to Trapeze ITS U.S.A., LLC; (ix) Ninth Modification dated on or about December 13, 2011 to extend the term, incorporate credits, assign the agreement, and other changes;
(x) Tenth Modification dated on or about February 10, 2014 to delete certain services and to reduce the contract price;
(xi) Eleventh Modification dated on or about September 8, 2015 to exchange certain services and to reduce the contract price; B. The Original Agreement and all subsequent modifications may be collectively DocuSign Envelope ID: 1BF5CC6A-B416-480F-A8D5-43A21B3EA4C7 2 referred to as the “Agreement.”
C. The City and Trapeze desire to modify the Agreement to extend the contract term’s Maintenance Term through June 30, 2022, and to increase the contract price to pay for those additional services.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Section 5.1 of the Agreement entitled “Total Contract Amount” shall be updated to reflect the additional Maintenance payments. The total contract amount set forth in the Agreement shall be adjusted to not exceed $5,849,669.61, inclusive of taxes. Section C of the Eleventh Modification is hereby deleted and replaced with the following:
Software/Equipment
Total Per Eleventh
Modification
Changes Per Twelfth
Modification
New Total Per Twelfth
Modification
Licenses $1,491,963.00 $0.00 $1,491,963.00
Hardware $2,775,164.21 $0.00 $2,775,164.21
Services $1,170,508.48 $0.00 $1,170,508.48
Maintenance $293,820.28 $201,443.55 $495,263.83
Liquidated Damages ($97,500.00) $0.00 ($97,500.00)
Management Discount ($361,239.65) $0.00 ($361,239.65)
Contract $5,272,716.32
$5,474,159.87
Tax $375,509.74 $375,509.74
Total $5,648,226.06
$5,849,669.61
Further detail regarding the increase in the maintenance is set forth below:
Twelfth Modification Services Maintenance Summary
ANNUAL PRICE
YEAR 1
Base
Maintenance
7/2021-6/2022
Standard SW Support - TransitMaster * 208 180,180
SOFTWARE MAINTENANCE - BASE 180,180
Standard HW Support - Fixed Route VI VLU or newer & Touch MDT ** 77 21,264 HARDWARE MAINTENANCE - BASE 21,264
TOTAL ANNUAL MAINTENANCE AGREEMENT $201,443.55
Item Description Quantity
* Standard SW support for year 1 is for 11 months (August 1, 2021 - June 30, 2022). ** Standard HW support for year 1 is for 12 months (July 1, 2021 - June 30, 2022).
DocuSign Envelope ID: 1BF5CC6A-B416-480F-A8D5-43A21B3EA4C7 3 2. Section 7.4 of the Agreement entitled “Maintenance” shall be deleted in its entirety and replaced with the following paragraph:
Maintenance. After expiration of the Warranties set forth in this Section 7, Vendor shall provide maintenance of the System to the City commencing immediately upon expiration of the Warranties (“Maintenance Term”). The maintenance shall be provided in accordance with the terms and conditions of the Contract Documents. The Maintenance Term shall expire on June 30, 2022.
3. Except as expressly modified by this Second Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.
4. For purposes of this Twelfth Modification, electronic, faxed, or scanned signatures shall constitute a valid, binding commitment upon the parties.
IN WITNESS WHEREOF, the parties have executed this Twelfth Modification as of the date and year first written above.
ATTEST:
______________________________
City Clerk
APPROVED AS TO FORM:
______________________________
Interim City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
Interim City Manager
TRAPEZE SOFTWARE GROUP, INC.
By: _______________________________
DocuSign Envelope ID: 1BF5CC6A-B416-480F-A8D5-43A21B3EA4C7 George Cardona
Richard Blackburn
Denise Anderson-Warren John Jalili