1 June 2019
Contract No. 8928 (CCS)
THIRD MODIFICATION OF
SOFTWARE LICENSE AGREEMENT NUMBER 8928 (CCS)
This Third Modification of Agreement Number 8928 (CCS) (“Third Modification”), entered into as of ______________, 2019, by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group, Inc. (“Trapeze”) is made with reference to the following:
RECITALS
A. On or about February 10, 2009, the City and Trapeze entered into a Software License Agreement Number 8928 (CCS) for and Operator Management System, and Customer Service Software for the Big Blue Bus, with certain years of maintenance costs included (“Original Agreement”).
B. On or about April 8, 2016, the City and Trapeze entered into a First Modification of the Software License Agreement Number 8928 (CCS) (CCS) (“First Modification”) for additional years of software maintenance and to include additional customized reports.
C. On or about October 6, 2017 the City and Trapeze entered into a Second Modification of the Software License Agreement Number 8928 (CCS) (“Second Modification”) to implement an upgrade of the Trapeze system to Version 16 of the applicable Trapeze software. The Original Agreement, First Modification and Second Modification may be referred to collectively herein as “the Agreement.” D. City and Trapeze desire to modify the Agreement to extend maintenance services and to receive software upgrades for Year 8 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:
1. Maintenance and Support Services. The Agreement shall be amended to extend the maintenance, support services and upgrades for the Licensed Products, including the Upgraded Trapeze System, for one additional year for Year 8. This includes upgrades and unlimited technical support for all components of the Operator Management System (OPS), BlockBuster/FX, InfoCom, MapMaker, OPS-SIT and OPS-IVR. The upgrades shall be implemented in accordance with the Maintenance Schedule attached hereto as Exhibit “A-1.”
2. Maintenance Fees. Section 6(C) of the Original Agreement, as amended by Section 2 of the First Modification, shall be amended to include shall be modified to include maintenance and support fees for Year 8 as follows: “(viii) Year 8:
$148,908,. The total amount of additional maintenance fees for Year 8 shall not 2 June 2019
exceed $148,908.”
3. Exhibits. A-1 is attached hereto and incorporated herein by this reference.
4. 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.
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 SOFTWARE GROUP, INC.
By: ________________________________
Name: _____________________________
Title: ______________________________
3 June 2019
“Exhibit A-1”
Maintenance Schedule