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Home My WebLink About189591 TRAPEZE SOFTWARE GROUP - CONTRACT - CONTRACT - 31007CONTRACT AMENDMENT #1 THIS AMENDMENT is made effective this day of September, 2007 between Trapeze Sottware Group, Inc with its place of business at 8360 East Via de Ventura, Scottsdale, Arizona, U S A 85258, ("Trapeze"), and City of Fort Collins with its place of business at 6570 Pointer Road, Fort Collins, Colorado, U S A 80526 ("Licensee") WHEREAS Trapeze and Licensee intend to amend the Software Maintenance Agreement dated January 20", 2000 ("the Agreement"), in order to add the Trapeze FX/Blockbuster product and the Trapeze Viewpoint product to the scope of the Agreement NOW THEREFORE Trapeze and Licensee agree as follows 1 Amendment to Agreement (a) The parties agree to add the Trapeze FXBlockbuster product and the Trapeze Viewpoint product to the scope of the Software Maintenance License Agreement Exhibit A, attached hereto, is therefore added to and incorporated within the terms of the original Agreement (b) The parties agree that all maintenance fees related to the Trapeze FXBlockbuster with Blockbuster product and the Trapeze Viewpoint product shall be invoiced according to the annual maintenance fees as identified under Exhibit A, attached hereto (c) Notwithstanding anything herein to the contrary, Licensee agrees the maintenance fees, as identified under Exhibit A, attached hereto, shall be first due and payable upon installation of the Trapeze ViewPoint product (d) All remaining terms, conditions, and covenants of the Agreement remain unchanged IN WITNESS WHEREOF, the parties have caused this Contract Amendment to be signed by their duly authorized representatives as of the date above TRAPEZE. By Name Cohn McKenzie Title LICENSEE By Name Title n�t 2jr_C tC1r�x Ui �. y SYc ✓"` V' J Contract Amendment #1 TRAPEZE CONFIDENTIAL Page I of CONTRACT AMENDMENT #3 THIS AMENDMENT is made effective this y of September, 2007 between Trapeze Software Group, Inc. with its place of business at 8360 East Via de Ventura, Scottsdale, Arizona, U S A 85258, ("Trapeze"), and City of Fort Collins dba Transfort with its place of business at 6570 Portner Road, Fort Collins, Colorado, U S A 80526 ("Licensee") WHEREAS Trapeze and Licensee intend to amend the Software License Agreement dated January 20tn 2000, Amendment #1 dated January 24`n, 2006, and Amendment #2 dated August 15, 2007 ("the Agreement'), in order to add the Trapeze FX/Blockbuster product and the Trapeze Viewpoint product to the scope of the Agreement NOW THEREFORE Trapeze and Licensee agree as follows 1 Amendment to Agreement (a) The parties agree to add the Trapeze FX/Blockbuster product and the Trapeze Viewpoint product to the scope of the Software License Agreement Exhibit A, attached hereto, is therefore added to and incorporated within the terms of the original Agreement (b) The parties agree that upon execution of this Amendment, Licensee shall issue a Purchase Order specifying the amount of $97,403 for the provision by Trapeze of the licenses, services, and expenses related to the addition of the Trapeze FX/Blockbuster product and the Trapeze Viewpoint product and as further defined under Exhibit B, attached hereto (c) As a result of the purchase of the Trapeze Viewpoint product by Licensee, the parties agree that Exhibit C is added to and incorporated within the terms of the Agreement (d) All remaining terms, conditions, and covenants of the Agreement remain unchanged IN WITNESS WHEREOF, the parties have caused this Contract Amendment to be signed by their duly authorized representatives as of the date above TRAPEZE: M Name Colin McKenzie Title LICENSEE Al By \ Je 6t Name �"S Title fn7OC Or-- PJ �C. it A &Tn1 b� Contract Amendment #3 TRAPEZE CONFIDENTIAL Page 1 of EXHIBIT A (Contract Amendment 93) Item Licensed Product Product Description Configuration License Date 1 Trapeze Fixed Route Scheduling 2 Workstations Effective Date FX/Blockbuster of this (Standard and Agreement Improved Version) 5 User ID's Effective Date 2 Trapeze Business Intelligence of this Viewpoint (FX, Tool Agreement Pass and PLAN Notes 1 Licenses for Trapeze FXBlockbuster are provided for operations up to 31 peak vehicles 2 Trapeze Viewpoint licenses are provided for demand response operations up to 399 trips per day and fixed route operations up to 31 peak vehicles 3 Licenses provided for software utilization by the Transfort (Fort Collins, Colorado) 4 Third Party Runtime licenses, if required, to operate the proposed applications are not included in the pricing under this Amendment 5 Provided Licensee executes an agreement with Trapeze, no later than December 31, 2007, for the purchase of Trapeze Viewpoint (OPS) and Trapeze Viewpoint (INFO- COlv>), Licensee will be provided with a full Early Adopter Discount Both parties agree that the above accurately reflects the Software which is subject to the license terms and conditions outlined in the attached Software License Agreement dated January 20, 2000 Contract Amendment #3 TRAPEZE CONFIDENTIAL Page 2 of 4 EXHIBIT B (Contract Amendment #3) Summary of Proposed Costing Transfort Fort Collins, CO Item Description Tra eze-FX/Blockbuster 1 Application License Fees $ 73,500 2 Pre -Requisite Software - 3 Client Specific Customization 2,400 4 Standard Implementation Services 14,400 5 Expenses 5,100 6 Purchased Previouly FX lite (36,825) Purchase Incentives BB/FX upgrade (25,673) 7 Long Term Support Services (Warranty) Warranty included TOTAL (US$)$ 32,903 Contract Amendment #3 TRAPEZE CONFIDENTIAL Page 3 of 4 EXHIBIT B (Contract Amendment #3) Summary of Proposed Pricing Application Software Trapeze ViewPoint Item Description 1 Third Party License Fee (Microstrategy) $ 12,500 Trapeze ViewPoint Enterprise License Fee (FX, 2 PASS) $ 34,750 2 Implementation Services 42,000 4 Expenses 7,500 5 Early Adopter Discount (34,750) 6 Bundle Discount Total (US$) $ 62,000 Payment Schedule Item Description 1 75% of License Fee upon contract signing 2 25% License Fee upon installation 3 Implementation services as incurred by milestone 4 Expenses as incurred Contract Amendment #3 TRAPEZE CONFIDEN I IAL Page 4 of 4 EXHIBIT C (Contract Amendment #3) The following terms shall apply only in respect of the licensed use of the Microstrategy software which Is included within the Trapeze ViewPoint application: 1 Licensee acknowledges that the Trapeze VIeWPoint software contains copyrighted and proprietary products and materials of MreroStrategy. 2. Licensee shall not materially change or expand the data models within the MlcroStrategy software, and shall access data only from the Trapeze Viewpoint software provided. 3. Licensee shall not reverse engineer, disassemble or decompde the MlcroStrategy software 4. Licensee shall not obtain title to the MlcroStrategy software. 5. Trapeze and MtcoStrategy shall not be liable to Licensee for damages, whether direct or indirect, incidental or consequential, arising in connection with use of the MlcroStrategy software under this Agreement. 6. Trapeze and MlcroStrategy disclaim any warranty of any kind to Licensee in respect of the MlcroStrategy software, including a warranty of performance, merchantability, fitness for a particular purpose, title and non -infringement 7 Licensee shall not disclose written or oral results of any benchmark tests. 8 Licensee shall permit Trapeze and MlcroStrategy to audit Licensee's use of MlcroStrategy software. 9. In the event Licensee exports the MlcroStrategy software, Licensee shall comply fully with all relevant export laws and regulations of the United States to ensure that any such export, directly or indirectly shall not be to violation of United States law. 10. Trapeze reserves the right to amend the provisions as stipulated under this Exhibit C, upon one hundred and twenty (120) days advance, written notice Contract Amendment #3 TRAPE7E CONHDENTIAL Page 5 of 4 EXHIBIT A-1 (Contract Amendment #1) 1. Long Term Support Services (Trapeze FX/Blockbuster) Item f Description Annual Cost Warranty (One year) includes I Extended hours telephone support on generic & customized software 2 Generic Product Upgrades 3 Corrections to software 2 Maintenance (First Year Annual Fee) includes 1 Extended hours telephone support on generic & customized software 2 Generic Product Upgrades 3 Corrections to software 2. I Long Term Support Services (Trapeze Viewpoint) Item Third Party Maintenance (Microstrategy) ( first year commences upon installation) 2 (i) Viewpoint Warranty (three months) includes: 1 Extended hours telephone support on generic and customized software 2 Generic product upgrades 3 Corrections to software (ii) Maintenance (First Year Annual Fee) included: 1 Extended hours telephone support on generic and customized software 2 Generic Product Upgrades 3 Corrections to software Included $14,700 Annual Cost * In future years, the annual maintenance fee will be subject to Trapeze's then current pricing $2,500 Included $6,950 TRAPEZE CONFIDEN I IAL Contract Amendment #1 Page 2 or2