HomeMy WebLinkAboutTRAPEZE - CONTRACT - CONTRACT - PERPETUAL CONTRACT AMENDMENT 3TRAPEZE SOFTWARECONTRACT AMENDMENT #3
THIS AMENDMENT is made effective this day of September, 2007 between
Trapeze Software Group, Inc. with its place of business at 8360 East Via de Ventura,
Arizona, U S A 85258, ("Trapeze"), and
City of Fort Collins dba Transfort with its place of business at 6570 Portner Road, Fort
Colorado, U S A 80526 ("Licensee")
WHEREAS Trapeze and Licensee intend to amend the Software License Agreement dated January 20"',
2000, Amendment #1 dated January 24`h, 2006, and Amendment 42 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
product to the scope of the Software License Agreement Exhibit A, attached
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 C
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
Exhibit C is added to and incorporated within the terms of the Agreement
(d) All retraining terms, conditions, and covenants of the Agreement remain unchanged
IN WITNESS WHEREOF, the parties have caused this Contract Amendment to be signed by their
authorized representatives as of the date above
TRAPEZE: LICENSEE
By By fy�
Name Colin McKenzie Name �c,�_�e P)
Title CFO Title Q'r-- R) �t
Contact Amendment #3
TRAPEZE
is
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EXHIBIT A
(Contract Amendment #3)
Item
Licensed
Product
Product Description
Configuration
Licenl
e 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
Viewpoint (FX,
Business Intelligence
of this
Agreement
Pass and PLAN
Tool
Notes
1 Licenses for Trapeze FX/Blockbuster 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-
COM), Licensee will be provided with a full Early Adopter Discount
Both parties agree that the above accurately reflects the Software which is subject
license terms and conditions outlined in the attached Software License Agreement
January 20, 2000.
Contract Amendment #3 TRAPEZE
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EXHIBIT B
(Contract Amendment #3)
Summary of Proposed Costing
Transfort Fort Collins, CO
Item
Description
Tra eze-FX/Blockbustler
1
Application License Fees
$ 73,500
2
Pre -Requisite Software
-
3
Client Specific Customization
2,4 0
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
Inclu ied
TOTAL US$
$ 32,903
1
Contract Amendment #3
TRAPEZE
Page 3 of 4
EXHIBIT B
(Contract Amendment #3)
Summary of Proposed Pricing
Application Software
Trapeze ViewPoiut
F
Descri tionThird
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 CONFIDENTIAL
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EXHIBIT C
(Contract Amendment #3)
The following terms shall apply only in respect of the licensed use of
Microstrategy software which is included within the Trapeze ViewR
application:
1. Licensee acknowledges that the Trapeze ViewPoint software contains copyrighted and
proprietary products and materials of MtcroStrategy.
2 Licensee shall not materially change or expand the data models within the MtcroStrategy
software, and shall access data only from the Trapeze VtewPomt software provided.
3. Licensee shall not reverse engineer, disassemble or decompile the MtcroStrategy software.
4. Licensee shall not obtain title to the MtcroStrategy software.
5. Trapeze and MicoStrategy shall not be liable to Licensee for damages, whether direct or mdi
incidental or consequential, arising in connection with use of the MtcroStrategy software under
Agreement.
6. Trapeze and MtcroStrategy disclaim any warranty of any kind to Licensee in respect of the
MtcroStrategy 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 MtcroStrategy to audit Licensee's use of MtcroStrategy
software.
9. In the event Licensee exports the MicroStrategy software, Licensee shall comply fully with all
relevant export laws and regulations of the United States to ensure that any such export, directly
indirectly shall not be in violation of United States law.
10. Trapeze reserves the right to amend the provisions as stipulated under this Exhibit C, upon
hundred and twenty (120) days advance, written notice.
Contract Amendment #3 TRAPEZE
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