Contract No. 9508 (CCS)
THIRD MODIFICATION
OF SOFTWARE LICENSE AND HARDWARE PURCHASE AGREEMENT
This Third Modification of Software License and Hardware Purchase Agreement Number 9508 (CCS) ("Third Modification"), entered into as of Dee. 14 2017, 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"). The Original Agreement provided the City with a perpetual, nonexclusive and nontransferable license to use the licensed products with five years of maintenance services.
B. On or about April 16, 2013, the City and Trapeze entered into a First Modification of Software License and Hardware Purchase Agreement Number 9508 (CCS) ("First Modifi- cation") for additional upgrades, hardware, and repair of the Trapeze Fuel Focus System.
C. On or about May 26, 2015, the City and Trapeze entered into a Second Modifica- tion of Software License and Hardware Purchase Agreement Number 9508 (CCS) ("Second Modification) to amend the scope of services and adjust the compensa- tion. The Original Agreement, First Modification and Second Modification may be collectively referred to as "the Agreement."
D. The City and Trapeze desire to modify the Agreement to extend maintenance ser- vices and to receive software upgrades for an additional year, with two additional one year options to renew, on the terms and conditions set forth herein.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agree- ment as follows:
1. Maintenance and Support Services. Section 9 of the Original Agreement entitled "Maintenance and Support Service" shall be modified to include the following:
The term of the maintenance and support services shall be extended for an additional year up through June 30, 2018. The City, at its sole and complete discretion, shall have two additional one year options to extend the maintenance and support services for Fiscal Year 2018-19 and 2019-20, subject to budgetary appropriation by the City Council.
The maintenance and support services shall include all software up- grades related to the licensed products.
2. Compensation. Section 2 of the Second Modification entitled "Compensation" 1 August 2017
shall be modified to include the following:
2.5. Compensation for Additional Maintenance and Support Services.
For additional maintenance and support services for Fiscal Year 2017- 18 and option years, if any, the City shall pay and Trapeze shall accept an annual maintenance fee, as set forth in the Budget attached as Ex- hibit "B-3" and incorporated herein by reference. For FY 2017-18, the fee shall be $88,137, and for option years, if any, the fee will increase to $92,544.32 for FY 2018-19 and $97,171.56 for FY 2019-20.
2.6. Total Amount Not To Exceed. The total amount not to exceed pursuant to the Original Agreement, First Modification, Second Modi- fication and this Third Modification, with options, shall not exceed the sum of $1,109,980.
3. Full Force and Effect. Except as expressly modified by this Third Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Modification as of the date and year first written above.
CITY OF SANTA MONICA,
ATTEST: a municipa corporatio
LIck Gee
DENISE ANDERSON-WARREN
City Clerk City Manager.
APPROVED AS TO FORM:
LANE DILG
City Attorney
TRAPEZE, INC.
A Delaware corporation
hubede
By:_
Name: KEVIN SiDE
Title: Givi
2 August 2017
Exhibit B-3 - Budget
FY2017-2018 $88,137.00
FY2018-2019 $92,544.32
FY2019-2020 $97,171.56
August 2017