HomeMy WebLinkAboutTRAPEZE SOFTWARE GROUP - CONTRACT - CONTRACT - PARATRANSIT SOFTWARECity of Fort Collins
Admi. ,trative Services
Purchasing Division
LETTER OF TRANSMITTAL
To: Carrie Daggett, Assistant City Attorney,/
John Fischbach, City Manager
Wanda Krajicek, City Clerk
From: James B. O'Neill II, CPPO �j�2F
Director of Purchasing & Rlaanagem
Date: March 20, 2000
Re: Paratransit Software
Attached find four (4) sets of contract documents regarding the above -mentioned matter. Would
you approve as to form and forward to the City Manager.
This is the final version of the contract with all approved changes made.
John, please sign the contract documents and forward them to the City Clerk.
Wanda, please call Purchasing, Jim will come over, sign the contracts and have you attest his
signature. Would you call Purchasing when that is completed.
Thank you.
256 W. Mountain Avenue • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6775 • FAX (970) 221-6707
2. Trapeze Software Group will provide Project Management services with Denise Ware as the
Project Manager. Transfort / Dial -A -Ride will be furnished with update status reports (e-mail
is acceptable) at the end of each visit to the facility by the Trapeze Software Group personnel.
These status reports will show current progress as well as at a minimum, the next two weeks
of steps in the installation process. These reports will help keep expectations consistent
between Transfort / Dial -A -Ride and Trapeze Software Group. '
3. Trapeze Software Group will furnish Transfort / Dial -A -Ride with the Trapeze Software standard
documentation needed to support the Trapeze Software system. Trapeze Software Group will
provide system maintenance and restore procedures of the Trapeze PASS Software system
as part of the Installation and System Admin Training.
4. Trapeze Software Group will complete system implementation within ninety (90) days, after
notice to proceed.
1.5 TECHNICAL SUPPORT AND OTHER TECHNICAL REQUIREMENTS
1. Trapeze Software Group must provide on -site technical support during the installation process
as well as on -site support while Transfort / Dial -A -Ride goes on line with the new system.
Technical support must be available at all times when the system is in operation.
2. If a software problem impairs operation of the system, Trapeze Software Group must respond
according to the warranty and maintenance programs agreed upon by Transfort / Dial -A -Ride
and Trapeze Software Group. It is expected that during installation, testing and for a period of
one year from "GO LIVE" date, Trapeze Software Group will provide unlimited phone support
during Transfort / Dial -A -Ride's hours of operation.
3. Trapeze Software Group will install, and configure all software onto the Network server(s)
and/or Windows NT Workstations as necessary and/or agreeable to Transfort / Dial -A -Ride.
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4. The Trapeze Pass Software system will be compliant with Year 2000 as set forth in
Attachment "C", compatible with Transfort / Dial -A -Ride supplied hardware, and Microsoft
NT Server 4.0 and NT Workstation 4.0 Windows Operating System and or Novell NetWare
Network Operating System. All hardware supplied by Transfort / Dial -A -Ride will be
Microsoft Certified Compatible or will be listed on the Microsoft hardware compatibility list
(HCL). Year 2000 compliancy for hardware supplied by Transfort/Dial-A-ride and third party
software shall be in accordance with any warranty provided by the manufacturer. Any
hardware that requires testing will add additional days of work at an additional cost and
Trapeze Software Group will not be responsible for incompatible hardware.
5. Trapeze Software Group must provide a full illustration of the database structures and -
report generating capabilities.
1.6 TRAINING
1. Trapeze Software Group must provide Transfort / Dial -A -Ride staff training at our facility for
training outlined in the Time Schedule section 1.3. Trapeze Software Group will provide
training in all aspects of the program that Transfort / Dial -A -Ride employees will be required
to use. Training will include the following:
• System Maintenance.
• Use of the Registration system.
• Reservation Taking.
• Scheduling.
• Dispatching.
• Running system reports.
• GIS - address input, database updating.
0
• Optional Training (at an additional cost to Transfort/Dial-A-Ride):
• Map Edit GIS training, and;
• Report generation including ad hoc queries using the Seagate Crystal Report software
package.
2. Training will be "hands on" and tailored to enhance the technical expertise, operating efficiency
and diagnostic skills of the staff using or impacted by the system. Staff to be trained will be
selected management staff; system administrator(s); and all dispatchers, schedulers and
reservationists.
3. Trapeze Software Group will furnish Transfort / Dial -A -Ride a master copy of all training
materials, suitable for reproduction. In addition Trapeze Software Group will provide individual
copies of any training manual for technical and other personnel who attends training classes.
1.7 GEOGRAPHICAL INFORMATION SYSTEM (GIS)
1. Trapeze Software Group must be able to import the map data source (i.e., U.S. Census Bureau
TIGER, Caliper Corporation, ESRI file data, or compatible file format) from its own source or
one provided by the City of Fort Collins GIS department. The maps must include City of Fort
Collins and Larimer County, Colorado. Trapeze Software Group must also provide a GIS
software program which will accept the above data source. Trapeze Software Group must
install the GIS data source, GIS software and provide training for updating the GIS databases.
1.8 REPORTING
1. The system must contain a full report generating capability to produce custom reports specified
by the Transfort / Dial -A -Ride and must be able to perform ad hoc reporting and data reports
as required. The system must also have simple data import and export capabilities to standard
GV
PC software such as Word, Excel and Access. The system must have the ability to copy
names and addresses to a clipboard for use with Word.
2. The City may submit a work order to the Service Provider for the development of a custom
report. The work order, as agreed upon by both parties, may be submitted in the event a
custom report needs to be created, to facilitate ease of reporting to State of Colorado
Medicaid billing requirements. This may occur, unless the data can be gathered from
existing standard reports.
1. Trapeze Software Group will provide all software components and Licenses, installation and
staff training, as outlined in sections, 1.3, 1.4, 1.5 and 1.6 of this Attachment "A".
2. Trapeze Software Group will provide Transfort / Dial -A -Ride two complimentary registrations
to the Annual Training and Users Conference in Tempe, Arizona in April, 2000.
3. The total cost of the Software, the installation, training sessions, travel expenses, shipping,
and first years Warranty outlined above will be $68,920.00, payable as follows:
• $26,000 after signing contract
• $26,000 after complete and successful software installation
• $16,920 after the "Go Live" date.
Service Provider to invoice the City after each session is complete.
Service Provider will invoice the City for services outside the scope of this Agreement
requested in writing by the City (including installation, customization, training and additional
services) and related expenses on a monthly basis for such services performed and expenses
incurred during each month.
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ATTACHMENT B
INSURANCE REQUIREMENTS
The Service Provider will provide, from insurance companies acceptable to the City, the insurance
coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service
Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations
covered, effective dates and date of expiration of policies, and containing substantially the following
statement"
"The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10)
days written notice has been received by the City of Fort Collins."
In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out
and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and
may deduct the cost of such insurance from any monies which may be due or become due the Service
Provider under this Agreement. The City, its officers, agents and employees shall be named as additional
insureds on the Service Provider's general liability and automobile liability insurance policies for any claims
arising out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life
of this Agreement for all of the Service Provider's employees engaged in work performed under this
agreement:
Workers' Compensation insurance with statutory limits as required by Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease
aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this
Agreement such commercial general liability and automobile liability insurance as will provide
coverage for damage claims of personal injury, including accidental death, as well as for claims for
property damage, which may arise directly or indirectly from the performance of work under this
Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000
combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall be responsible
for any liability directly or indirectly arising out of the work performed under this Agreement by a
subcontractor, which liability is not covered by the subcontractor's insurance.
ATTACHMENT C
YEAR 2000 COMPLIANCE CERTIFICATION AND INDEMNITY
Section 1. Contractor hereby certifies that all information resources or systems to be provided
or used in connection with the performance of this Agreement are "Year 2000 Compliant", except
as otherwise expressly described in Section 2, below. "Year 2000 Compliant" shall mean that
information resources meet the following criteria:
a. Data structures (e.g., databases, data files) provide 4-digit date century recognition.
For example, 1996" provides date century recognition; "96" does not.
b. Stored data contains date century recognition, including (but not limited to) data
stored in databases and hardware/device internal system dates.
C. Calculations and programs logic accommodate both same century and multi -century
formulas and date values. Calculations and logic include (but are not limited to) sort algorithms,
calendar generation, event recognition, and all processing actions that use or produce date values.
d. When specified, Interfaces (to and from other systems or organizations) prevent
non -compliant dates and data from entering any state system.
e. (i.e., screens; reports; etc.) accurately show 4 digit years.
Year 2000 is correctly treated as a leap year within all calculation and calendar logic.
Section2 Contractor agrees to notify the City immediately of any information resources or
systems that are not Year 2000 Compliant upon encountering the same in connection with the
performance of the Agreement, including without limitation any information resources or systems
in use by Contractor in the performance of the Agreement or information resources or systems of
the City regarding which Contractor obtains information in the course of its performance of the
Agreement.
Section By providing Contractor with 15 days advanced written notice, Contractor agrees
to permit examination, by the City or agents thereof, of any and all information resources and
systems in use in connection with this Agreement, and related Year 2000 Compliance
implementation plans, in order to evaluate Year 2000 Compliance and potential implications of the
same for the City and for performance of the Agreement.
Section 4. The Contractor shall indemnify and hold harmless the City, and its officers, agents
and employees, from and against all claims, damages, losses, and expenses, including attorneys
fees, arising out of or resulting from the Contractor's information resources or systems that are not
Year 2000 Compliant.
07/24/98
7 �tra�peze
Client Ref: City of Fort Collins
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT made as of the 20th day of January, 2000, by and between
Trapeze Software Group, Inc. with its place of business at 14400 North 87`" Street, Suite 120, Scottsdale, Arizona,
U.S.A., 85260 ("Trapeze"), and City of Fort Collins with its place of business at 6570 Portner Road, Fort Collins,
Colorado, U.S.A., 80526 ("Licensee").
WHEREAS Trapeze is the owner of the rights to certain software as identified in Exhibit A (collectively the
"Software"), including copyright, trademark, trade secret and other intellectual property rights;
AND WHEREAS Licensee is desirous of obtaining a license to use the Software;
Now therefore, in consideration of the covenants, conditions and agreements herein contained, the parties agree as
follows:
Trapeze hereby grants to Licensee a personal, non -transferable and non-exclusive license restricted to
Licensee's place of business referred to above. and Licensee's own paratransit system operations:
(a) to use one production cony of the object code version of the Software in the form supplied by
Trapeze, on hardware approved by Trapeze; and
(b) to use documentation Pertaining to the Software as supplied by Trapeze (the "Documentation") but
only as required to exercise the license granted herein.
Licensee may make two back-up copies of the Software Licensee may use the Production copy of the
Software solely to process Licensee's own data, and the software may not be used on a service bureau or
similar basis to process data of others.
Other than the rights of use expressly conferred upon Licensee by this paragraph, Licensee shall have no
further rights to use the Software or the Documentation, and shall not copy, reproduce, modify, adapt or
translate them, without the express written authority of Traneze. Licensee shall make no attempt to reverse
compile, disassemble, or otherwise reverse engineer the Software or any portion thereof.
2. In c
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3. Licensee acknowledges that the Software, the Documentation and other documentation identified on its face
as confidential and proprietary (including all customizations and modifications developed for Licensee)
disclosed to Licensee pursuant to this Agreement are owned by Trapeze and may include trade secrets and
other confidential and proprietary information of Trapeze, and Licensee shall maintain any confidential and
proprietary information in confidence and not disclose the same, directly or indirectly, to any third party
without Trapeze's prior written consent., unless ordered to do so by a court of jurisdiction. Trapeze identifies
the underlined sections of this Agreement as being confidential and proprietary; the parties acknowledge,
however, that the Colorado Open Records Act or other applicable law shall govern the final determination of
whether any portions of this Agreement or other documents or information provided to the Licensee
constitute confidential and/or proprietary information. These obligations of confidentiality shall survive
termination of the license granted herein.
Trapeze reserves the right to publish, after discussion with the Licensee, the results of the work done under
this agreement with appropriate acknowledgement of the work contributed by the staff of the Licensee.
4. Trapeze warrants the Software to operate in all material respects as specified in the Documentation Trapeze
shall be responsible for using reasonable efforts to correct, at its own expense, any defects in the Software
that are brought to Trapeze's attention by Licensee within a period of one (1) year after delivery of the
Software to Licensee.
THE FOREGOING WARRANTY IS M LIEU OF ALL OTHER WARRANTIES OR CONDITIONS.
EXPRESS OR IMPLIED. INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY. MERCHANTABLE QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM
THE COURSE OF DEALING OR USAGE OF TRADE. TRAPEZE DOES NOT REPRESENT OR
WARRANT THAT THIS SOFTWARE WILL MEET ANY OR ALL OF LICENSEE'S PARTICULAR
REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL OPERATE ERROR -FREE OR
UNINTERRUPTED AND THAT ALL PROGRAM ERRORS IN THE SOFTWARE CAN BE FOUND IN
ORDER TO BE CORRECTED.
5. TRAPEZE'S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS. DAMAGES
OR LOSSES ARISING FROM USE OF THE SOFTWARE BY LICENSEE SHALL BE ABSOLUTELY
LIMITED TO $69,000. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN, TRAPEZE
SHALL NOT BE LIABLE FOR ANY INDIRECT. CONSEQUENTIAL, SPECIAL, INCIDENTAL OR
CONTINGENT DAMAGES OR EXPENSES, WHETHER IN CONTRACT. TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE
SOFTWARE, OR TRAPEZE'S PERFORMANCE OR LACK THEREOF UNDER THIS AGREEMENT,
INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSS OF REVENUE,
PROFIT OR USE.
6. The license granted by this Agreement is effective until terminated. Trapeze has the right to terminate the
license granted under this Agreement if Licensee is in default of any term or condition of this Agreement
and fails to cure such default within seven (7) days after receipt of written notice of such default Without
limiting the foregoing the following shall be deemed to be Licensee defaults under this Agreement: Licensee
fails to tiny any amount when due hereunder; or Licensee becomes insolvent or any proceedings shall be
commenced by or against Licensee under any bankruptcy, insolvency or similar laws. In the event that the
license granted under this Agreement is terminated, Licensee shall forthwith return to Trapeze all copies of
the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and
will certify in writing to Trapeze that all copies or partial copies of the Software, the Documentation and such
other materials have been returned to Trapeze or destroyed.
sr:M Sw A city of Fon ConloN.dx Page 2 of 4 ia.Mu-
7tra�e
Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and
conditions. Licensee also agrees that this Agreement represents the complete and exclusive agreement
between the parties with respect to the subject matter hereof and supersedes all prior agreements,
negotiations, discussions or understandings between them in any way relating thereto. No other terms,
conditions, representations, warranties or guarantees, whether written or oral, express or implied, shall form a
part hereof or have any legal effect whatsoever. In the event of any conflict or inconsistency between the
provisions of this Agreement and the provisions of any other contract(s), the latter provisions shall be of no
force and effect and the provisions of this Agreement shall govern. This Agreement shall not be modified
except by later written agreement signed by both parties.
8. Trapeze shall not be responsible for, and its performance of obligations shall automatically be postponed as a
result of, delays beyond Trapeze's reasonable control.
9. This Agreement, or any of the rights or obligations of Trapeze created herein, may be assigned by Trapeze,
but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the
express written consent of Trapeze.
10. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado,
U.S.A.
11. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered
or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties appearing
on page one of this Agreement. Any notice given shall be deemed to have been received on the date, which
it is delivered if delivered personally, or, if mailed, on the fifth business day next following the mailing
thereof. Either party may change its address for notices by giving notice of such change as required in this
Section 11.
12. Reserved.
IN WITNESS , this A ment has been read, understood and signed by duly authorized officials of
Trapeze and ensee.
TRAPEZE S W IGO , INC.: LICENSE .
By: By:
Name: David Lew Name: amen B. O'Neill II CPPO
Title: Director of Contracts Title: Director of Purchasing &
Administration & Human Resources Risk Management
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EXHIBIT A
(Software License Agreement)
7 Ztrapeze�
Item
Licensed Product
Product Description
Configuration
License Date
1.
TRAPF_7L "-PASS
License is restricted to the
Base Station
January 20, 2000
scheduling and dispatching
operations for Licensee's
8 Local Workstations
January 20, 2000
statutory responsibilities in
Fort Collins and Larimer
County, Colorado.
2.
TRAPEZErM-PASS
Transit Database:
Malteze
For in-house report writing
Network
January 20, 2000
purposes only.
Notes:
1. Above licenses are provided for operations with a central site operating up to 399 oaratransit trips per day.
2. Licenses provided for software utilization by the City of Fort Collins (Fort Collins, Colorado) for paratransit
services.
3. Third Party RunTime licenses, if required, to operate the proposed application are not included in Drices listed.
4. Proposed software solution is Windows based with an ODBC Database engine.
5. Any components may be operated on any of the workstations and additional local or remote workstations may
be purchased for additional costs at those then current rates.
6. Any hardware that must be tested by Trapeze would add additional days of work not covered in this agreement.
7. Trapeze will assist in reviewing hardware specifications however. the Licensee is responsible for purchasing
hardware and pre -requisite products.
8. Malteze Transit Database will be provided at no cost for the development of reports by the City of Fort
Collins' staff only and for the integrated solution consisting of Trapeze components. Access rights to the
master infrastructure or API's for any components that are not Trapeze compliantlsanctioned are charged at that
then current rate per application, unless otherwise approved by Trapeze.
Both parties a e
conditions out1hed in
TRAPEZE
0
Name: David Lew
Title: Director of Contracts
INC.:
ely reflects the Software which is subject to the license terms and
License Agreement dated January 20, 2000.
Administration & Human Resources
LICENSEE-,�Q j�
By: V I "`� ` "'
Name: Varnes B. O'Neill II CPPO
Title: Director of Purchasing &
Risk Management
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SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and TRAPEZE SOFWARE GROUP, hereinafter referred to as "Service
Provider".
WITNESSETH•
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Services. The Service Provider agrees to provide services in accordance
with the scope of services attached hereto as Attachment "A", consisting of six ( 6 ) pages, and
incorporated herein by this reference.
2. Time of Commencement and Completion of Services, The services to be performed
pursuant to this Agreement shall be performed per the time schedule in Attachment "A". Services
shall be completed no later than 90 days from the date services are initiated pursuant to this
agreement. Time is of the essence. Any extensions of the time limit set forth above must be
agreed upon in a writing signed by the parties.
3. Contract Period. This Agreement shall commence upon the date of execution
shown on the signature page of this Agreement and shall continue in full force and effect for one
(1) year from the "Go Live" date, unless sooner terminated as herein provided.
4. Delay. If either party is prevented in whole or in part from performing its obligations
by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the
party so prevented shall be excused from whatever performance is prevented by such cause. To
the extent that the performance is actually prevented, the Service Provider must provide written
07/24/98
7�a�peze
Client Ref.: City of Fort Collins
SOFTWARE MAINTENANCE AGREEMENT
THIS AGREEMENT made as of 20' day of January, 2000, by and between:
Trapeze Software Group, Inc. with its place of business at 14400 North 87' Street, Suite 120, Scottsdale,
Arizona, U.S.A., 85260 ("Trapeze"), and City of Fort Collins with its place of business at 6570 Portner Road,
Fort Collins, Colorado, U.S.A., 80526 ("Licensee").
WHEREAS Trapeze is the owner of the rights to certain software as identified in Exhibit A (collectively the
"Software"), including copyright, trademark, trade secret and other intellectual property rights;
WHEREAS Licensee and Trapeze have entered into a software license agreement dated the 20th day of
January, 2000, enabling Licensee to use the Software on the terns specified therein (the "License
Agreement");
AND WHEREAS Licensee is desirous of participating in Trapeze's annual maintenance program for the
Software;
NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the
parties agree as follows:
In consideration of payments to be made by Licensee to Trapeze as set out below, Trapeze agrees to
provide the following software maintenance services during the term of this Agreement:
(a) Trapeze will maintain the Software so that it operates in conformity in all material respects with
the descriptions and specification for the Software set forth in the Documentation referred to, and
as defined in, the License Agreement.
(b) In the event that Licensee detects any errors or defects in the Software, Trapeze will provide
reasonable telephone support, in the form of assistance and advice on the use and maintenance of
the Software, during Trapeze's regular business hours.
(c) Trapeze will send Licensee mailings on Upgrades and New Products of the Software to the
Licensee's address specified above. "Upgrades" are those enhancements to the Software that
Trapeze generally makes available as part of the annual maintenance program. A "New Product"
is any update, new feature or major enhancement to the Software that Trapeze markets and
licenses for additional fees separately from Upgrades.
(d) At Licensee's request, Trapeze shall provide Licensee with Upgrades of the Software at no
additional charge. Licensee shall be entitled to acquire a license to New Products for Trapeze's
then prevailing license fees. Software Upgrades and New Products will be sent on three and a
half (3 1/2) inch diskettes or CD's with explanations, instructions and updated documentation
where avorovriate. Trapeze will also make other installation developments, such as reports,
interfaces, etc., available to Licensee if they are appropriate for possible use by Licensee.
2. Maintenance services shall not include. and Licensee shall pay extra for, any and all consulting,
implementation, customization- education and training related services subiect to the availability of
Trapeze's staff.
3. Licensee has the option to renew maintenance annually and shall pay an annual maintenance fee to
Trapeze and said fee shall be subject to change as set out in Exhibit A.
MM SW A City of m Colli,ul. Page I of 4 IO-Mv-0O
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4. Licensee agrees that all materials. documentation. Upgrades. New Products, and other materials
provided to Licensee pursuant to this Agreement shall be subiect to the same conditions and rights of
use as apply to the Software under the License Agreement.
5. Licensee shall, at Trapeze's request, provide Trapeze with the right of dial -access to Licensee's
computers on which the Software is installed, so as to enable Trapeze to monitor the operation of the
Software.
6. Trapeze will invoice Licensee for services outside the scope of this Agreement requested in writing by
Licensee (including installation, customization, training and additional services) and related expenses
on a monthly basis for such services performed and expenses incurred daring each month. Overdue
payments for the annual maintenance fee and additional services outside the scope of this Agreement
shall bear interest at the rate of 15% per annum on the amount outstanding from the date when Payment
is due until the date Payment in full is received by Trapeze. In addition to the fees payable by Licensee
to Trapeze, Licensee shall be responsible for payment of all taxes and other levies, including sales and
use taxes (but excluding taxes based on the net income of Trapeze resulting from this Agreement), and
this obligation shall survive termination of this Agreement. In the event that Licensee has a tax
exemption certificate, a copy of the certificate must be provided to Trapeze prior to invoicing to avoid
payment of the applicable tax. If any withholding tax or similar levy is applicable to the fees or other
amounts payable to Trapeze, Licensee shall pay such additional amount as shall result in Trapeze
receiving the total amount of the fees or other amounts it would have been paid but for such tax or levy.
7. The parties hereto acknowledge that information obtained about the other party pursuant to this
Agreement may include confidential and proprietary information (hereinafter the "Confidential
Information"). Each party agrees not to disclose Confidential Information to third parties, without the
prior written consent of the other party, unless ordered to do so by a court of jurisdiction. The parties
agree that the Confidential Information does not include any information which, at the time of
disclosure, is generally known by the public. Trapeze identifies the underlined sections of this
Agreement as being confidential and proprietary; the parties acknowledge, however, that the Colorado
Open Records Act or other applicable law shall govern the final determination of whether any portions
of this Agreement or other documents or information provided to the Licensee constitute confidential
and/or proprietary information.
8. The initial term of this Agreement shall be for a period of one (1) Year following the expiration of the
warranty period set out in the License Agreement, and it may be renewed by the Licensee as long as
Licensee remains licensed by Trapeze to use the Software, unless earlier canceled in writing by either
party at any time upon 90 days written notice. If a software maintenance agreement is not initiated
immediately after the warranty Period, canceled or not renewed annually, there will be costs associated
with software reconciliation with the issuance of a new software maintenance agreement.
(a) This Agreement shall terminate if the License Agreement is terminated by Trapeze or Licensee.
(b) Either party has the right to terminate this Agreement if the other party breaches or is in default
of any obligation hereunder, and if such default has not been cured within fifteen (15) days after
receipt of notice of such default.
(c) Either party may terminate this Agreement by written notice if the other party becomes insolvent
or bankrupt.
(d) The obligations of each party pertaining to Confidential Information and taxes shall survive the
termination of this Agreement.
10. Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of
any delay or failure by such Party in performing its obligations hereunder, if such delay or failure was
the unavoidable consequence of a natural disaster, exercise of governmental power, strike or other
labour disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event
or condition beyond the control of such party: provided that such Party notifies the other party of its
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7 trapeze �
inability to perform and the reasons therefor, with reasonable promptness: and performs its obligations
hereunder as soon as circumstances permit.
11. TRAPEZE DOES NOT REPRESENT OR WARRANT THAT THIS SOFTWARE WILL MEET ANY
OR ALL OF LICENSEE'S PARTICULAR REQUIREMENTS. THAT THE OPERATION OF THE
SOFTWARE WILL OPERATE ERROR -FREE OR UNINTERRUPTED AND THAT ALL
PROGRAM ERRORS IN THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED.
12. TRAPEZE'S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS,
DAMAGES, OR LOSSES ARISING FROM USE OF THE SOFTWARE BY LICENSEE SHALL BE
ABSOLUTELY LIMITED TO ONE YEAR'S WORTH OF MAINTENANCE FEES.
NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN, TRAPEZE SHALL NOT BE
LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT
DAMAGES OR EXPENSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE SOFTWARE, OR
TRAPEZE'S PERFORMANCE OR LACK THEREOF UNDER THIS AGREEMENT, INCLUDING
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSS OF REVENUE, PROFIT
OR USE.
13. This Agreement, or any of the rights or obligations of Trapeze created herein, may be assigned by
Trapeze, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee
without the express written consent of Trapeze.
14. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms
and conditions. Licensee also agrees that this Agreement, together with the relevant terms and
conditions of the contract(s) between Trapeze and Licensee as identified in the License Agreement,
represents the complete and exclusive agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, negotiations, discussions or understandings between them in
any way relating thereto. No other terms, conditions, representations, warranties or guarantees, whether
written or oral, express or implied, shall form a part hereof or have any legal effect whatsoever. In the
event of any conflict or inconsistency between the provisions of this Agreement and the provisions of
the contract(s) identified in the License Agreement, the latter provisions shall be of no force and effect
and the provisions of this Agreement shall govern. This Agreement shall not be modified except by
later written agreement signed by both parties.
15. This Agreement shall be governed by and construed in accordance with the laws of the State of
Colorado, U.S.A.
16. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the
parties appearing on page one of this Agreement. Any notice given shall be deemed to have been
received on the date, which it is delivered if delivered personally, or, if mailed, on the fifth business day
next following the mailing thereof Either party may change its address for notices by giving notice of
such change as required in this Section 16.
IN WITNESS
of Trapeze an(
TRAPEZI
By:
Name:
Title:
David Lew
Director of Contracts,
has been read, understood and signed by duly authorized officials
LICENS
By:
Name: James B. O'Neill II CPPO
Title: Director of Purchasing &
Administration & Human Resources
S&M SW City of Fat Collitu3. Pw3 of
Risk Management
10-Mar w
7 Lapez7e�'
EXHIBIT A
(Software Maintenance Agreement)
Item
Licensed Product
Maintenance
Start Date
1.
TRAPEZE --PASS
2.
TRAPEZE^ -PASS Malteze
For the first year only, the annual maintenance fee is the License Fee percentage mulitiplied by the price
of the License Fee. For the subsequent three years, the annual maintenance fee will be the License Fee
percentage multiplied by the then current price of the License Fee for the current level of trip volume
operated by Licensee at the maintenance anniversary date, with a maximum increase ofnot more than five
(5) percent (%) compounded annually. Thereafter, the annual fee will be the License Fee percentage
multiplied by the then current price of the License Fee for the current level of trip volume operated by
Licenseee at the maintenance anniversary date.
• Any additions to the current configuration will be charged using the then current maintenance formula
Payments are due in advance ofthe maintenance anniversary date.
TRAPEZI
By:
Name:
Title:
David Lew
Director of Contracts.
Administration & Human Resources
LICENS
By: 66&S L
Name: James B. O'Neill II CPPO
Title: Director of Purchasing &
Risk Management
S&M SW City of Fm Capin .dw Page4 of I0.M.-0
notice to the City of such condition within fifteen (15) days from the onset of such condition.
5. Early Termination by City/Notice. Notwithstanding the time periods contained herein,
the City may terminate this Agreement at any time without cause by providing written notice of
termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior
to the termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid and
sent to the following addresses:
City:
James B. O'Neill II CPPO
Director of Purchasing & Risk Management
256 W. Mountain Ave.
Fort Collins, CO 80521
Service Provider:
David Lew
Director of Contracts
14400 North 87" Street, Suite 120
Scottsdale, AZ 85260
In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of the Service
Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole
right and remedy for such termination.
6. Contract Sum, The City shall pay the Service provider for the performance of this
Contract, subject to additions and deletions provided herein, the sum of Sixty -eight -thousand, nine -
hundred, twenty -Dollars ($68,920). Service provider will invoice the City per the Pricing Information
in the Attachment "A", section 1.9.
7. City Representative The City will designate, prior to commencement of the work,
its representative who shall make, within the scope of his or her authority, all necessary and proper
decisions with reference to the services provided under this agreement. All requests concerning
this agreement shall be directed to the City Representative.
07/24/98
2
8. Independent Service provider. The services to be performed by Service Provider
are those of an independent service provider and not of an employee of the City of Fort Collins.
The City shall not be responsible for withholding any portion of Service Provider's compensation
hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any
other purpose.
9. Personal Services. It is understood that the City enters into the Agreement based
on the special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the City.
10. Acceptance Not Waiver, The City's approval or acceptance of, or payment for any
of the services shall not be construed to operate as a waiver of any rights or benefits provided to
the City under this Agreement or cause of action arising out of performance of this Agreement.
11. Warrant .
a. Service Provider warrants that all work performed hereunder shall be performed with
the highest degree of competence and care in accordance with accepted standards
for work of a similar nature.
b. All goods supplied to the City shall be of the grade and quality specified hereunder,
or, if not specified, of the most suitable grade and quality of their respective kinds
for their intended use.
C. Service Provider warrants all goods, provided under this Agreement, except City -
furnished goods, against defects and nonconformances in grade for a period
beginning with the start of the work and ending twelve (12) months from the
mutually agreed upon "Go Live" date under the Agreement, regardless whether the
same were furnished or performed by Service Provider or by any of its
subcontractors of any tier. Upon receipt of written notice from City of any such
defect or nonconformances, the affected good shall be replaced by Service
Provider, in a manner and at a time acceptable to City. Notwithstanding the
foregoing, the warranty under this Section does not apply to defects and
nonconformances in grade which: (1) are rectifiable pursuant to Service Providers
07/24/98
e�w
standard software warranty; (2) are of a natureically found in software; or (3)
result from use of third party software/hardware�end-user error or the actions of a
third party. City agrees to cooperate with Service Provider in troubleshooting via
telephone support or otherwise in order to determine the nature of any defect or
nonconformance in grade and in the rectification of same, if applicable.
12. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either party should fail or refuse to perform according to
the terms of this agreement, such party may be declared in default thereof.
13. Remedies. In the event either party has been declared in default, such defaulting
party shall be allowed a period of fifteen (15) days, after receipt of written notice stating the nature
of the default, within which to cure said default. In the event the default remains uncorrected, the
party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the
Agreement as continuing and require specific performance; or (c) avail himself of any other remedy
at law or equity. If the non -defaulting party commences legal or equitable actions against the
defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -
defaulting parry's reasonable attorney fees and costs incurred because of the default.
14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers, employees,
agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal
representatives, successors and assigns of said parties.
15. Indemnity/insurance, a. The Service Provider agrees to indemnify and save
harmless the City, its officers, agents and employees while acting in their official scope of duties,
against and from any and all actions, suits, claims, demands or liability of any character whatsoever
brought or asserted for injuries to or death of any person or persons, or damages to property
arising out of, result from or occurring in connection with the performance of any service hereunder.
07/24/98
4
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider
shall provide and maintain insurance coverage naming the City as an additional insured under this
Agreement of the type and with the limits specified within Attachment B, consisting of one L1J
page, attached hereto and incorporated herein by this reference. The Service Provider before
commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk
Management, 256 West Mountain Avenue, Fort Collins, Colorado 80521 one copy of a certificate
evidencing the insurance coverage required from an insurance company acceptable to the City.
16. Entire Agreement. This Agreement, along with Attachments A, B, and C, shall
constitute the entire Agreement of the parties with respect to services performed by Service
Provider up to the "Go Live" date. Covenants or representations not contained in this Agreement
shall not be binding on the parties.
17. Law/Severab'litty. The laws of the State of Colorado shall govern the construction
interpretation, execution and enforcement of this Agreement. In the event any provision of this
Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision of this Agreement.
18. Special Provisions. Attachment "C" Year 2000 Compliance, Consisting of one (1)
page, attached hereto and incorporated herein by this reference. The attached Software License
Agreement and Software Maintenance Agreement each contain terms and conditions of license
of the Trapeze Proprietary software and of the Trapeze maintenance program respectively, and
each of these agreements constitutes the complete agreement between the parties with respect
to the subject matter contained therein.
07/24/98
5
CITY OF FORT COLLINS, COLORADO
a municipal corporation lcnn n
JohK F. Fischbach
City Manager
B . ca Ja O' B Neill II, CPPO
-"Or f Purchasing and Risk Management
Date: 3I
TTEST:
City Clerk
-• • �- ■
.a �� N
uwmm
• °:a
PRINT NAME
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
ATTEST: (Corporate Seal)
CORPORATE SECRETARY
07/24/98
6
ATTACHMENT A
1.0 Scope of Services
The City of Fort Collins Transit System (Transfort / Dial -A -Ride) is seeking to contract for the
purchase of a Paratransit computer software package to schedule and dispatch its specialized
transportation service.
1.1 DESCRIPTION OF THE PRODUCT
1. The required product is a computer software package which will enable Transfort / Dial -A -Ride
to schedule and dispatch its specialized transportation service, in light of the continuous growth
demand for these services. The product must have the ability to keep client information and
registration in compliance with the Americans with Disabilities Act (ADA) in making
complementary paratransit services available to those eligible under the law.
2. Trapeze Software Group must satisfactorily demonstrate that the proposed product is currently
fully operational at other locations under similar conditions including but not limited to; size of
the service area, number of clientele, number of daily trips taken, number of contract vendors,
number of service hours operated, number of fixed routes operated in the service area,
geographical features of the service area and traffic conditions within the service area. The
product must have been in operation at these other locations for a sufficient length of time to
be determined a dependable software system. This requirement has been met by the client
reference checks that Transfort / Dial -A -Ride have made.
1.2 DESCRIPTION OF TRANSFORT PARATRANSIT OPERATION
1. The City of Fort Collins Transit System (Transfort / Dial -A -Ride) is a body politic and corporate
and a political subdivision of the State of Colorado. The service area of Transfort / Dial -A -Ride
consists of the following members: Fort Collins and Larimer County.
0
2. Transfort / Dial -A -Ride operates fixed route bus service and complimentary demand response
paratransit service within the urban growth area of Fort Collins.
1.3 TIME SCHEDULE
Trapeze Software Group has agreed to the following schedule shown for implementation of the
Trapeze PASS system in the Transfort/Dial-A-Ride facility. The schedule shown consists of the
number of days on -site, how many separate trips involved, general timing of those trips, for training,
installation, start up support and pre -acceptance support. This does not include the operational
review.
Week of April 3r°, 2000 Trapeze Software (PASS) Installation
and Sys. Admin Training 2 days
April 17, 2000 Static Training 4 days
May 15, 2000 Operations Training 3 days
June 5, 2000 Go Live Support -Reservations &
Report Generation Training 4 days
June 19, 2000 Go Live Support — Dispatch 3 days
The intent is to have the roject c eted within 90 days .
�,08 Q44 Z �`
1A INSTALLATION
1. Trapeze Software Group shall coordinate implementation activities of paratransit software to
enable Transfort / Dial -A -Ride staff to continue normal operations of current CTPS system. The
result shall be both CTPS system and new paratransit software system operating parallel for
a period not to exceed 12 working days or until such time Transfort / Dial -A -Ride personnel are
able to operate the new paratransit software system reliably and independently.
2