DocuSign Envelope ID: FBC8095B-6154-49D5-BA15-155249E7DA36 Contract No. 8928 (CCS)
FOURTH MODIFICATION OF
SOFTWARE LICENSE AGREEMENT NUMBER 8928 (CCS)
This Fourth Modification of Agreement Number 8928 (CCS) ("Fourth Modifica- tion"), entered into as of .. June 4 __ 2020, by and between the City of Santa Monica, a municipal corporation ("City"), and Trapeze Software Group, Inc. ("Tra- peze") is made with reference to the following:
RECITALS
A. On or about February 10, 2009, City and Trapeze entered into a Software License Agreement Number 8928 (CCS) for an Operator Management System and Cus- tomer Service Software for the Big Blue Bus, with certain years of maintenance costs included ("Original Agreement").
B. On or about April 8, 2016, City and Trapeze entered into a First Modification of the Software License Agreement Number 8928 (CCS) (CCS) ("First Modifica- tion") for additional years of software maintenance and additional customized re- ports.
C. On or about October 6, 2017, City and Trapeze entered into a Second Modifica- tion of the Software License Agreement Number 8928 (CCS) ("Second Modifica- tion") to implement an upgrade of the Trapeze system to Version 16 of the applica- ble Trapeze software.
D. On or about August 12, 2019, City and Trapeze entered into a Third Modification of the Software License Agreement Number 8928 (CCS) ("Third Modification") to extend maintenance services and to receive software upgrades for the year com- mencing July 1, 2019 and continuing through June 30, 2020 ("Year 8"'). The Origi- nal Agreement, First Modification, Second Modification, and Third Modification may be referred to collectively herein as "the Agreement." E. City and Trapeze desire to modify the Agreement to extend maintenance services for two years ("Year 9" and Year "10") commencing on July 1, 2020 and continu- ing through June 30, 2022, and one additional option to renew through June 30, 2023 ("Year 11"), 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. The Agreement shall be amended to extend the maintenance, support services and upgrades for the Licensed Products, includ- ing the Upgraded Trapeze System, for two additional years, through June 30, 2022 (Years 9 and 10), with one additional option to renew through June 30, 2023 (Year 11). This includes unlimited technical support for all components of the 1 June 2019
DocuSign Envelope ID: FBC8095B-6154-49D5-BA15-155249E7DA36 Operator Management System (OPS), Block Buster/FX, InfoCom, MapMaker, OPS-SIT, and OPS-IVR. The maintenance and support services shall be imple- mented in accordance with the Maintenance Schedule attached hereto as Exhibit A-4.
2. Maintenance Fees. Section 6(C) of the Original Agreement, as amended by Sec- tion 2 of the First Modification and Section 2 of the Third Modification, shall be amended to include maintenance and support fees as follows: "(ix) Year 9:
$163,079; (x) Year 10: $171,233; and if the renewal option is exercised (xi) Year 11: $179,795." The total amount of compensation for Services Rendered during the Agreement and all the Extension Terms, if any, is not to exceed $2,884,030.
3. Exhibits. Exhibit A-4 is attached hereto and incorporated herein by this reference.
4. Full Force and Effect. Except as expressly modified by this Fourth 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 Fourth Modification as of the date and year first written above.
CITY OF SANTA MONICA,
ATTEST: a municipal corporation
DocuSigned by: — DocuSigned by:
Denise Anders- Sravien
- E2F85B056A714C3. By: -FEC6DBA8A0D3460
Denise Anderson-Warren Lane Dilg
City Clerk City Attorney
6/4/2020 6/4/2020
APPROVED AS TO FORM:
- DocuSigned by:
George S. Cardona
ECB444B01A56432.
George S. Cardona
Interim City Attorney
5/31/2020 Trapeze Software Group Inc.
—DocuSigned by:
By: - 30C3775EEC14429...
Steve Sawyer
GM
6/1/2020
2 June 2019
DocuSign Envelope ID: FBC8095B-6154-49D5-BA15-155249E7DA36 Exhibit A-4
Maintenance Fee Schedule
City of Santa Monica (BBB) - Maintenance Schedule
Product Value FY20.21 Value FY21-22 Value FY22-23
BlockBuster/FX $54,790 $57,530 $60,407
Info Com $8,349 $8,766 $9,204
Mapmaker $5,292 $5,557 $5,835
Ops-Sit with BioKey $15,415 $16,186 $16,995
Ops-All $65,559 $68,837 $72,279
Ops IVR $6,949 $7,296 $7,661
Ops-Web $6,725 $7,061 $7,414
OPS/FX/BB Total $163,079 $171,233 $179,795
Year 9: FY20-21: July 1, 2020 - June 30, 2021
Year 10: FY21-22: July 1, 2021 - June 30, 2022
Year 11: FY22-23: July 1, 2022 - June 30, 2023 (if renewal option exercised) The total amount of compensation for Services Rendered during the Agree- ment and all the Extension Terms, if any, is not to exceed $2,884,030 3 June 2019