CALLED 5/26
3:15
CONTRACT COVERSHEET
ATTACH TO ALL CONTRACTS
Submit 3 contract originals: 1) consuitant/contractor; 2) originating department; and 3) City Clerk Nanda Mouler' Before delivery to CAO, contract must be reviewed by Contracts Coordinator and Department Director. Place "sign here" tabs placed on the correct signature lines, and ensure the City Attorney, City Manager and City Clerk names are spelled correctly.
Contract Approval Routing Order Reviewed by Signed Date 1 Contracts Coordinator John Barry 2 10-157
2 Department Director Jory Wolf 2.9-15 .
City Attorney's Office EEL (CAO staff) 2-24K
4 Contractor/Consultant (City staff)
Ap 14/15
5 City Manager's Office 5-26-15
Sandra fant cogn Santies
6 City Clerk's Office (CCO staff)
Section Completed by Department
Date:
10/02/2014 From Sabrina Salazar Department Information Systems EX: 6549 Contractor/Consultant Name:
Trapeze, Inc.
Purpose of contract/scope of services: (if more space is needed, attach separate page.) This is the second contract modification of our existing software License and Hardware Purchase Agreement with Trapeze Inc., Number 9508 for Fleet and Asset Management software Trapeze EAM (also known as AssetWorks FASuite) ("Trapeze EAM"). The purpose of this modification is to include remove licenses and services associated with facilities maintenance, and add additional services to be performed by the vendor. Trapeze Inc., agrees to provide 565 additional licenses for non revenue vehicles, 40 hours of additional training for system admin, mechanic, mechanic supervisor, warranty, and reporting, and 160 hours of report development, for the amount of $27,108:00. This amount is covered under the original:
Council authorization.
#31,110
Competeoroces followed? • YES - Bid or RFP#: • NO - This is Sole Source (include completed Sole Source, Form).
Staff messe to contact once agreement is signed: Sabrina Salazar F*65 Project ger™ Ext:
Sabrina Salazar
Contract Amount: Contract Term: Renewal Option(s):
(indirde contogency 837,904 $832,126 7/1/2015 2 years renewal options Accounts) to Encumber and Amounts): C410113.589000 $27,103 #31,110 Section Completed by Contracts Coordinator
Authorization: L CMO Only [ Council / CMO
-8-2013 Contract NumbeRin5, 08
Date approved by Council:
Rurchasing Requirements Met/Contract Checklist Attached: Supplemental Forms Completed/Attached:
Insurance Requirements Met/Approval Attached. Business License Required:
Ø Yes •No N. Yes (# | , • No
W9: • Attached LOn File Correct Contract Template Used:
X Yes •No Lester. Settunt license.
rev 6/26/14
wend festor
CONTRACT CHECKLIST
Santa Mandra
The Contracts Coordinator has determined the following requirements must be met for [Select Onel Information Systems Division
_(insert division name) request to procure the following service:
Report Writing, Training and 565 licenses for non-revenue vehicles for the EAM system.
Section 1: Soliciting Proposals
Ii Informal Proposals Required
• Professional Services: less than $80,000
• Contractual Services: $10,000 to $175,000
y Formal Request for Proposal and City Council authorization required Professional Services: greater than $80,000
Contractual Services: greater than $175,000
Sole Source - Contact Purchasing Services Manager
• Complete sole source Reguest rorm
• Attach Sole Source Form approved by Department Director/Purchasing Manager/City Manager X
Section 2: Supplemental Forms Required
V Coversheet w9 Form Living Wage Certification M Oaks Initiative Disclosure (new vendor) (if over $54,200, renewed annually) (if over $25k, renewed annually) L Business License • State of Arizona Disclosure X City Council Staff Report (N/A for Federally Funded PSAs of CSAs) (If applicable) 1-8-2213 Section 3: Contract Type (Templates are available on e-desk except for Custom Agreements) Professional Services Agreement
Modification to Professional Services Agreement
Contractual Services Agreement
Modification to Contractual Services Agreement
Custom Agreement
Exercising Options - Renewal Letter
Other: Modificallon of software License and Hardware Purchese Agreemont.
Section 4: Insurance Requirements
Professional Services Insurance Requirements - Template 1 (requires professional liability insurance) Professional Services Insurance Requirements - Template 2 (omits professional liability insurance) Contractual Services Insurance Requirements Template
Not Applicable - Original requirements met (for modifications and Renewal Letters ONLY Custom Insurance Requirements
Attach approval from Risk Manager Risk emal Altited
Section 5: Contract Authorization/Execution Process
City Manager approval required
O Professional Services: less than $80,000 including renewals and contingency • Contractual Services: $10,000 to $175,000
City Manager and City Councit approval (staff report required) License sud
Professional Services: greater than $80,000
Contractual Services: greater than $175,000 and mafieste Si Funt Section 6: Special Requirements
• If notary is required, contact the City Manager's office for instructions. X8301 MA Contracts Coordinator Date 10/02/2014
Tho bene 141514
rev 6/26/14
SECOND MODIFICATION OF SOFTWARE LICENSE
AND HARDWARE PURCHASE AGREEMENT NO. 9508 (CCS)
This Second Modification of Software License and Hardware Purchase Agreement Number 9508 (CCS) ("Second Modification"), entered into as of MAY 20, 2015, 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 amounts not to exceed $329,179 for software and services, and $314,012 for maintenance costs for a pe- riod of five years and sales tax, if any.
B. On or about April 16, 2013, the City and Trapeze entered into a First Modifica- tion of Agreement Number 9508 (CCS) ("First Modification") for additional up- grades, hardware, and repair of the Trapeze Fuel Focus System for an amount not to exceed $152,725, and for additional mechanical training in an amount not to exceed $5100. The Original Agreement and First Modification may be referred to collectively herein as "the Agreement."
C. The City and Trapeze desire to modify the Agreement to delete the Action Map software license, and all services related to the facilities maintenance portion of the said software, and to replace it with forty (40) hours (five days) of additional train- ing, 565 licenses for non-revenue vehicles, 20 hours project management, 80 hours of report writing, up to 5 days of vehicle import services, and three years of maintenance for an additional amount not to exceed $31,110.
AGREEMENT
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Scope of Work.
1.1. Deletion of Action Map. Section 1 of the Original Agreement shall be modi- fied to delete the Action Map software license and services for the facilities maintenance portion of the project, including Implementation Services, Pro- ject Management, Business Process Services, Setup and Configuration and Rollout. The deleted items and the amount of credit for such items are set forth in the "Modification of Original Scope of Work" attached hereto as Exhibit "A-3" and incorporated herein by reference.
1.2. Additional Items. Vendor agrees to provide forty (40) hours (five days) of 1 additional training, 565 licenses for non-revenue vehicles, 20 hours project management, 80 hours of report writing, up to 5 days of vehicle import ser- vices and three years of maintenance as set forth in the Vendor's proposal dated January 22, 2015 and in the "Modification of Original Scope of Work attached hereto as Exhibit "A-3" and incorporated herein by reference.
2. Compensation. Sections 6(A) of the Original Agreement and Section 3 of the First Modification shall be deleted and replaced with the following:
2.1. Compensation Under Original Agreement. Except as modified pursuant to this Second Modification, the City shall pay to Vendor the amount set forth in the Budget attached as Exhibit 3 to the Original Agreement for the license fees, hardware fees, third party costs, implementation services, customiza- tions, and expenses. The total amount shall not exceed Three Hundred Twenty Nine Thousand, One Hundred Seventy Nine Dollars ($329,179) for software and services, and Three Hundred Fourteen Thousand Twelve Dol- lars ($314,012) for maintenance costs for a period of five years and sales tax, if any, which shall be determined and charged in accordance to California law. City will be responsible for payment of all applicable taxes and levies, in- cluding sales and use taxes, and this obligation will survive termination of this Agreement. If City has a tax exemption certificate, a copy of the certifi- cate must be provided to Vendor upon signing of this Original Agreement to avoid payment of the applicable tax to vendor.
2.2. Compensation for Additional Licensed Products and Services Provided Pursuant to First Modification. For Additional Licensed Products and Ser- vices set forth in Exhibit "A-1" of the First Modification, the City shall pay and Trapeze shall accept the sum of One Hundred Fifty-Two Thousand Sev- •en Hundred Twenty-Five Dollars ($152,725) as set forth in the Budget at- tached as Exhibit "B-1" to the First Modification. For additional mechanics training set forth in Exhibit "A-2" of the First Modification, the City shall pay and Trapeze shall accept the sum of Five Thousand One Hundred Dol- lars ($5,100) as set forth in the Budget attached as Exhibit "B-1" to the First Modification.
2.3. Compensation for Additional Licensed Products and Services Provided Pursuant to Second Modification. For Additional Licensed Products and Services set forth in Exhibit "A-3" attached to this Second Modification, the City shall pay and Trapeze shall accept the sum of Thirty-One Thousand One Hundred Ten Dollars ($31,110) as set forth in the Budget attached as Exhibit "B-2" and incorporated herein by reference.
2.4. Total Amount Not To Exceed. The total amount not to exceed pursuant to the Original Agreement, First Modification, and Second Modification shall not exceed Eight Hundred Thirty-Two Thousand One Hundred Twenty Five and 48/100 Dollars ($832,126).
2 Full Force and Effect. Except as expressly modified by this Second Modifica- tion, all other terms and conditions of the Original Agreement and First Modification shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Modification as of the date and year first written above.
CITY OF SANTA MONICA,
ATTEST: a municipal corporation
By: El~ Pau
SARAH P. GORMAN ELAINE M. POLACHEK
. City Clerk Interim City Manager
APPROVED AS TO FORM:
paulions Made
MARSHA JONES MOUTRIE
City Attorney /
TRAPEZE, INC.
Matho Petitingtan
Name: Nathan
Title: UP France
3 Exhibit A-3 - Modification of Original Scope of Work
The City desires to modify Exhibit 6 to exclude the following:
Licenses and Services Value
ActionMap Software - 15,000
Implementation Services -24,880
Travel -5,400
Total credits -45,280
And include the following:
Licenses Value
565 Non revenue vehicles 26,373
Implementation Services
80 Hours report writing, 20
hours project management & 27,213
40 hours training
Vehicle Import Services 7,750
Expenses 2,500
Year 3 maintenance No charge
Year 4 maintenance 6,124
Year 5 maintenance 6,430
Subtotal 76,390
Credits -45,280
Net Total 31,110
Trapeze santa Monica BBI
AM Change Orde
Mintica in 56 Degers Making it Sleeper. Statement of Work
PROJECT BUDGET
The project budget presented below includes all licenses, implementation services (install, training, testing, ga-live etc) to bring Licensee live with she Software products described in this document.
1. Application Software
Existing Facilities Proposed Licenses TOPTION: Vehicle
Item Description Services and Services Dillerence Import Services Net License Fees $15.000 $26373 $11,373 $7,750
Inglementation Services $24,880 527213 $2333
Expenses $5,400 $1,500 -$2,900
TOTAL (USS) S45.280 S56,833 $10,806 37,750
2. Maintenance
Existing Facilities Proposed Licenses Dillerence OPTION: Vehicle Item Description Services and Services Import Services
Ist Year Maintesance $2,562 58.786 $5,134 NA
Lod Year Maintenance $2,795 59.225 $6,430 NA
Grand Total $5.461 $18,011 $12,554 50
* Prices in effect for 90 days from the date noted above Licenses are provided for 565 non-revenue vehicles
* Existing Licenses is from unused ActionMap licenses
* Applicable taxes are not included
Exhibit B-2 - Budget
Payment Amount for Software License and Services Deliverables.
This is the budget for the additional services:
Product Milestone -mount Deliverables
1 Additional 565 component 35 565 component licenses added to the EAM system. 80 Hours of licenses, Report writing, Report writing, five days (forty hours) of end user training end user training and including admin, mechanic, mechanic supervisor, warranty, and project management. Reporting, 20 hours of project management. Due upon acceptance.
2 Five Days days of import 25 $7,750 Up to five days (40 hours) of import services for 565 component services licenses. Due upon acceptance.
3 is year of maintenance $6,124 Due with Year 4 of BAM existing maintenance, July 1, 2016 4 2nd year of maintenance S6,430 Due with Year 5 of EAM existing maintenance, July 1, 2017 Total amount: $31,110
4835 East Cactus Road, Suite 420, Scottsdale AZ, 85254
602-903-3111