1 SEVENTH MODIFICATION OF
SOFTWARE LICENSE AGREEMENT NO. 8928 (CCS)
This Sixth Modification of Agreement Number 8928 (CCS) (“Sixth 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 February 10, 2009, City and Trapeze entered into a Software License Agreement Number 8928 (CCS) for an Operator Management System and Customer Service Software for 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 Modification”) for additional years of software maintenance and additional customized reports.
C. On or about October 6, 2017, 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.
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 commencing July 1, 2019, and continuing through June 30, 2020 (“Year 8”).
E. On or about June 4, 2020, City and Trapeze entered into a Fourth Modification to extend maintenance services for two years (“Year 9” and Year “10”) commencing on July 1, 2020, and continuing through June 30, 2022, and one additional option to renew through June 30, 2023 (“Year 11”).
F. On or about September 26, 2021, City and Trapeze entered into a Fifth Modification to add and incorporate the terms and conditions under which Trapeze would provide licenses for Trapeze Standard Data Exchange (TDSE) Software and Trapeze OPS-MON Software (“New Licensed Products”), and Trapeze Standard Data Exchange (TDSE) and OPSMON installation services, maintenance, and support (“Additional Services”).
G. On or about March 22, 2023, City and Trapeze entered into a Sixth Modification to extend maintenance support of the Trapeze operator and vehicle scheduling systems for two additional years (“Year 12” and “Year 13”) Docusign Envelope ID: 0B06DDB3-DF44-42FF-B41A-D92264F087E7 3/27/2025
2 through June 30, 2025, as well as the following additional services: to configure the operator scheduling module to accommodate a shortened workweek, to add up to two additional absence codes to the OPS Timekeeping module, and to train staff on the use of the Timekeeping module (“Additional Services”). The Original Agreement, First Modification, Second Modification, Third Modification, Fourth Modification, Fifth Modification, and Sixth Modification may be referred to collectively herein as “the Agreement.”
H. The City and Trapeze desire to modify the Agreement with this Seventh Modification to extend maintenance support of the Trapeze operator and vehicle scheduling systems for the Department of Transportation for one additional year through June 30, 2026. This will result in a 14-year amended agreement, on the terms and conditions set forth herein.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:
1. Section 4 of the Original Agreement entitled “Software Services” shall be modified by adding the following paragraph:
Additional Services. Trapeze will perform the installation, maintenance and support services for one additional contract year for OPSFX-BlockBuster, OPS-MON, and TDSE Modules in accordance with Exhibit A-7, Scope of Services
2. Section 6 of the Original Agreement entitled “License Fees and Support Services Fees” shall be modified by adding the following paragraph:
Compensation for Extension of Maintenance Support. The
City will compensate Trapeze for the Additional Services in an amount not to exceed Two Hundred and Fifty-One Thousand, Three Hundred and Seventy-Nine Dollars ($251,379), as set forth in Exhibit B-7, Budget. The total contract price for services pursuant to the Original Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, the Fifth Modification, the Sixth Modification, and this Seventh Modification shall not exceed Three Million, Nine Hundred and Eighteen Thousand, Three Hundred and Seventy Dollars ($3,918,370).
3. Execution in Counterparts. This Seventh Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Seventh Modification transmitted electronically through DocuSign or PDF shall be Docusign Envelope ID: 0B06DDB3-DF44-42FF-B41A-D92264F087E7 3 deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
4. Exhibits A-7 and B-7 are attached hereto incorporated herein by this reference.
5. Except as expressly modified by this Seventh Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.
6. IN WITNESS WHEREOF, the parties have executed this Seventh 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
ABC Corporation
#VENDOR
By:
_______________________________
Docusign Envelope ID: 0B06DDB3-DF44-42FF-B41A-D92264F087E7 3/22/2025
City Attorney
DOUGLAS SLOAN
Group Vice President, Finance
3/26/2025
Eric Wunderle
Approved
3/27/2025
Elaine Polachek
Interim City Manager
Assistant City Clerk
3/27/2025
Maria Dacanay-Wisner
4 Exhibit A-7
Scope of Services
Product Period of Service
BlockBuster/FX FY20025-26 July 1, 2025 - June 30, 2026
Info Com FY20025-26 July 1, 2025 - June 30, 2026
Mapmaker FY20025-26 July 1, 2025 - June 30, 2026
OPS-SIT with BioKey FY20025-26 July 1, 2025 - June 30, 2026 OPS-All FY20025-26 July 1, 2025 - June 30, 2026
OPS IVR FY20025-26 July 1, 2025 - June 30, 2026
OPS-Web FY20025-26 July 1, 2025 - June 30, 2026
OPS-MON FY20025-26 July 1, 2025 - June 30, 2026
TSDE for FX FY20025-26 July 1, 2025 - June 30, 2026
Docusign Envelope ID: 0B06DDB3-DF44-42FF-B41A-D92264F087E7 5 Exhibit B-7
Budget
Maintenance Support Services shall not exceed Two Hundred and Fifty-One Thousand, Three Hundred and Seventy-Nine Dollars ($251,379) for maintenance and support services for the following modules:
FY2025-26
Blockbuster/FX $ 74,025
INFO-COM $ 11,201
MAPMAKER $ 7,140
OPS-ALL $ 88,379
OPS-SIT $ 20,780
OPS-MON $ 11,381
OPS-IVR $ 9,367
OPS-WEB $ 9,066
TSDE FOR FX $ 20,040
$ 251,379
Docusign Envelope ID: 0B06DDB3-DF44-42FF-B41A-D92264F087E7