1 FIFTH MODIFICATION OF AGREEMENT NO. 9508 (CCS)
This Fifth Modification of Agreement Number 9508 (CCS) (“Fifth Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group (Trapeze) is made with reference to the following:
RECITALS
A. On or about April 17, 2012, City and TRAPEZE entered into Agreement Number 9508 (CCS) for Fleet and Asset Management Software Trapeze EAM and related services and third-party hardware (“Original Agreement”). The Original Agreement provided City with a perpetual, nonexclusive and nontransferable license to use the licensed software products with City having the option to renew and pay, on an annual basis, for maintenance services for an additional five years.
B. On or about April 16, 2013, City and Trapeze entered into a First Modification of Software License and Hardware Purchase Agreement Number 9508 (CCS) (“First Modification”) for additional upgrades, training, hardware, and repair of the Trapeze Fuel Focus System.
C. On or about May 26, 2015, City and Trapeze entered into a Second Modification of Software License and Hardware Purchase Agreement Number 9508 (CCS) (“Second Modification”) to amend the scope of services and adjust the compensation.
D. On or about December 14, 2017, City and Trapeze entered into a Third Modification of Software License and Hardware Purchase Agreement Number 9508 (CCS) (“Third Modification”) to extend the term of the maintenance services and to receive software upgrades for an additional year, with two additional one-year options to renew..
E. On or about May 23, 2018, City and Trapeze entered into a Fourth Modification of Agreement Number 9508 (CCS) (“Fourth Modification”) to include additional services to be performed by Trapeze to conduct a Business Process Review, assist with the creation of training plans, conduct training, and implement a State of Good Repair/Capital Planning (SGR/CP) module. The Original Agreement, First Modification, Second Modification, Third Modification, and Fourth Modification may be referred to collectively herein as “the Agreement.” F. City and TRAPEZE now desire to modify the Agreement to extend maintenance services for an additional year, with one additional one-year option 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 Agreement as follows:
DocuSign Envelope ID: 60D9C305-8E60-4832-8268-5BC24F3CD0F3 6/11/2020
2 1. Maintenance and Support Services. Section 9 of the Original Agreement entitled “Maintenance and Support Services” shall be modified to add the following:
The term of the maintenance and support services shall be extended for an additional year through June 30, 2022. The City, at its sole and complete discretion, shall have one additional one-year option to extend the Agreement for Fiscal Year 2022-23, subject to budgetary appropriation by City Council.
2. Compensation. Section 2 of the Second Modification, which deleted and replaced Section 6(a) of the Original Agreement and Section 3 of the First Modification, shall be modified to read as follows:
2.1. Compensation Under Original Agreement. Except as modified pursuant to the 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, customizations, 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 Dollars ($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, including sales and use taxes, and this obligation will survive termination of this Agreement. If City has a tax exemption certificate, a copy of the certificate 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 Services set forth in Exhibit A-1 of the First Modification, the City shall pay and Trapeze shall accept the sum of One Hundred FiftyTwo Thousand Seven Hundred Twenty-Five Dollars ($152,725) as set forth in the Budget attached 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 Dollars ($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 the 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 to the Second Modification.
DocuSign Envelope ID: 60D9C305-8E60-4832-8268-5BC24F3CD0F3 3 2.4. Compensation for Additional Maintenance and Support Services Provided Pursuant to Third Modification. 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 Exhibit B-3 to the Third Modification. 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.
2.5. Compensation for Additional Services Provided Pursuant to Fourth Modification. The City will compensate Trapeze for the Additional Services provided pursuant to the Fourth Modification in an amount not to exceed $179,613, as set forth in Budget and Payment Milestone attached as Exhibit B-4 to the Fourth Modification. Milestone payments shall be made to Trapeze based on the agreed upon schedule as set forth in Exhibit B-4.
2.6 Compensation for Additional Services Provided Pursuant to Fifth Modification. The City will compensate Trapeze for the additional maintenance and support services provided pursuant to this Fifth Modification in an amount not to exceed $321,649, as set forth in attached Exhibit B-5.
2.7 Total Amount Not to Exceed. The total contract price for services pursuant to the Original Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, and this Fifth Modification shall not exceed $1,617,019.
3. Exhibit B-5 is attached hereto and incorporated herein by this reference. ///
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DocuSign Envelope ID: 60D9C305-8E60-4832-8268-5BC24F3CD0F3 4 4. Except as expressly modified by this Fifth 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 Fifth Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
TRAPEZE Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 60D9C305-8E60-4832-8268-5BC24F3CD0F3 Interim City Attorney
George S. Cardona
6/9/2020
GM
6/10/2020
Steve Sawyer
Trapeze Software Group Inc.
City Attorney
Lane Dilg
6/11/2020
Denise Anderson-Warren
City Clerk
6/11/2020
5 Exhibit B-5 – Budget
FY2020-21 $ 102,030.00
FY2021-22 $ 107,131.00
FY2022-23 $ 112,487.55
DocuSign Envelope ID: 60D9C305-8E60-4832-8268-5BC24F3CD0F3