FIRST MODIFICATION OF
SOFTWARE LICENSE AND HARDWARE PURCHASE
AGREEMENT NO. 9508 (CCS)
This First Modification of Software License and Hardware Purchase Agreement Num- ber 9508(CCS) ("First Modification"), entered into as of Cyprul, /le. = 2013, by and between the City of Santa Monica, a municipal corporation ("City"), and Trapeze, Inc., a Delaware corporation ("Trapeze" or "Vendor") is made with reference to the following:
RECITALS
A. On or about April 17, 2012, the City and Trapeze entered into a Software License and Hardware Purchase Agreement Number 9508 (CCS) for Fleet and Asset Man- agement software Trapeze EAM ("Original Agreement"), in an amount not to ex- ceed $329,179, exclusive of maintenance costs for a period of five years and sales tax, if any.
B. Section 6(C) of the Original Agreement provides the right of the City to renew, at its discretion, maintenance services on an annual basis for the Trapeze EAM for a period of five years commencing from July 1, 2012.
C. Pursuant to the City Council authorization dated January 8, 2013, City and Tra- peze desire to modify the Original Agreement to include additional upgrades, hardware and repair of the Trapeze Fuel Focus System, including installation, test- ing, training, maintenance and annual software fees, and to increase the contract amount by an amount not to exceed $152,725. In addition, the parties seek to modify the Original Agreement for an additional 24 hours of training in an amount not to exceed $5,100, utilizing contract contingency. The parties seek to modify the Original Agreement in accordance with the terms and conditions set forth herein.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Orig- inal Agreement as follows:
Section 1. Additional Licensed Products and Services. Vendor shall provide up- grades, repair hardware, and additional maintenance and support of Trapeze's new Fuel Focus for a period of four (4) years in accordance with Exhibit A-1 which is at- tached hereto and incorporated herein by reference. Exhibit 5 of the Original Agree- ment entitled "Scope of Work" shall be modified to include Exhibit A-1. All refer- ences to Licensed Products, Software Products, Hardware Deliverables and services in the Original Agreement shall be amended to include the additional items identified in Exhibit A-1.
1 Section 2. Additional Mechanics Training. In addition, Vendor agrees to provide twenty-four (24) hours (three days) of additional mechanics training as stated in the Additional Scope of Work attached hereto as Exhibit A-2 and incorporated herein by reference.
Section 3. Additional Compensation. Sections 6(A) and (C) of the Original Agree- ment entitled "LICENSE FEES AND SUPPORT SERVICES FEES" shall be modified to include the following:
For Additional Licensed Products and Services set forth in Exhibit A-1, the City shall pay and Trapeze shall accept the sum of $152,725 as set forth in the Budget attached as Exhibit B-1 and incorporated herein by reference.
For additional mechanics training set forthi n Exhibit A-2, the City shall pay and Trapeze shall accept the sum of $5,100 as set forth in the Budget attached as Exhibit B-1. This additional amount shall be drawn from the contingency authorized for the Original Agreement.
The total amount not to exceed pursuant to the Original Agreement and this First Modification shall not exceed Eight Hundred Ninety-Seven Thousand Nine Hundred and Four Dollars ($897,904).
2 Section 4. Full Force and Effect. Except as expressly modified by this First Modifica- tion, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.
CITY OF SANTA MONICA,
ATTEST: a municipal corporation
By:
SÁRAH P. GORMAN ROD GOULD
City Clerk City Manager
APPROVED AS TO FORM:
MARSHA JONES MOUTRIE
City Attorney
TRAPEZE, INC.
gon in this
By:
Name:
Title: