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Home My WebLink About189591 TRAPEZE SOFTWARE - CONTRACT - CONTRACT - 16818 TRAPEZE SOFTWARE MAINTENANCE AGREEMENTJUN-24-03 TUE 10119 AM NFR MPO FAX NO. 970 416 2406 SO 1VARE, MAINTEINANCE AGREEMENT i'his AYrpctnen[ effectively utaJa this Isl flay of May 2003, between: Name anJ AJJw s of'1'I'npoze: Name and Address of Licensee Trapeze Software (Cambridge), Inc. n I')alawan North Front Rpgc Metropnliran Plan q Or.ani?atiou r,•orpora[ion ("frtpti:rt "), with its principal !lace of ("Licensee") with its principal place of business at: bminos ah 155 NJiddl,stK Ti,trtpike 235 Matbe. s P.tulingloo, Ma;snchn^ctts 01603 Enn CullinsgColnrado 9Q1 : 4 hdtr,l 3raAs of America United States of America Trala•zo Csxwact 011icc: Co,nrart Administritiun OffiCe fclrpltun� (781) 270--1401 Faesitnilat (731) 2294930 11en'a•L: (.rintilet Office: Telcplwn;,: (970) 224-6102) I ;acyinnli:: (970) 224.6073 Trapeze wld I.iceniee neicnmvledge Itnving read and understood. this Agrcement and agree to be hound by its lama and condilions, TRAPh:LIb SormAme. (CAMBRIDGE), INC. LTC1r.NSEfs Siin:riure; �,_,•?�✓ •".,�:r• ''` Sl�lldlnl'C: -_ K _„_ N:unt•: T)axlc,r Salnn N:,are: Margie My Tidlr Viac-irreaidcnt Title Smarl Trips Adminislra or APPROVED AS O FORM a Coml,u;t Adutinislrmiwl Office F,o,t.it, Fax Note 7671 ul -z4- t15A SNIA Srand:ud form Pugs I of 6 04f06703 Trapcie 1'roptiel:rryand Contidcntial JUN-24-03 TUE 10;19 AM NFR MPO FAX N0, 970 416 2406 P. 02 (iEMIZAL'PI2i' AIS AND CONDITIONS NOW'I'l1p;ItL i"(>ItE the parties agree as follows: 1)_IjrlifiuIli In this Agreemenl, unless the context requires otherwise, the capitalized words sci out below shall Gave the following mcanjngs: "Age; L!wcnt" this software m,tinrenance ap,rcemcnt effectively made the I" day of May 2003 between 'trapeze mid Licensee, selling out the terms by which Trapeze agree~ to provide long term maintenance and support to Licensee concerning use of Elie Software, along with any attached exhibit(s) which form an integral part of this agreement and any written amendments; "Cool denlinl Inforriration" all information obtained by the pities front each other under this Agicemcul, but does Pot include any information, which at lire lime of disclosure is generally known by the public. "New Product" any update, new feature or major enhanccmcnt to the Software that Trapeze markets and licenses for additional fees s<:paratcly Cann Upgrades; "Upcladcs" generic enbancements to the Softwnre that Trapeze generally makes available is pair of ilia annual long term support programme. 2. l prit„_,Tout nn.pcc ;pal Sliplx�rl <knvirk% Trapt•ze n-rccs to p'-rovide the frllii'winx soflwnre ton term support and muinwaance services durim; the term of this Ap;t<:,ncni: (n) Trapeze will maintain the Sofiware so Iluit it opor.cies in canfOrInity, in nil material itapccU in accordance with the descriptions and specification far the Soflwaru i;et forth in the Ducur,tr. nlal tort. (b) If Licence dorgcEs any errors or defccts in the Software, Trapieze will provide reasonablo telepholte support, in the fi.t'm of ossislance and nfivice on the use of the Software, during Traivzc's r'eguhtt buglacs,s hours. (c) Trallem will sand I,iceasoc mailings r,ui Upfrados nod N,;w Products of ilia Software to the Ucensec's address specil ied above. ((I) At Licensee's roquosr, Trapeze shalt lirnvidc LieenSre witlt Upgrndcs of the Software at no additional charge. I.II.elisco shall be cutiticd to acquire It license to New Products fur 1'rapezc's (lion prevailing license fees. Soffwnro Uflprades and New Products will be sent on CD's wiEll explanations, instructions and updated documentation where appropriate. 'trapeze will also make other generic developments, inch as reports, interfaces, etc., available to Licence if they are appropriate for possible use by License:. 3. I;xlns Long terin support services sliall not include, and Licensee shall pay extra for, any and all consulting, implementation, customisation, education and training related services. 4. Fec Licensee shall pay an periodic long term support fee to Trapeze as provided in F^,xhibit A. This fee sliall be subject to change as set out ill Exhibit A. Licensee shall issue a Purchase Order speciFying Ilia amount set forth in the Trapeze invoice for long term support services ill accordance with Exhibit A. ]'lie Purchase Order shall be governed by the terms and conditions of This Agreement, 5. Remote 11rrrsg Licensee sliall at its expense and at Trapeze's request provide Trapeze wide the right of remote access to UMIS[e'S computers on which the USA SKiA St.eielird Corm Pare 2 of G 04/06/03 Trupexr, propricPiry and Confidential JUN-24-03 TUE 10:20 AM NFR MPO FAX NO, 970 416 2406 P. 03 11'rltf)t�:! Sofltvarc is inslallod, so as to enable TI'8tg7�ti it) nio«itor tit(' operation of the SoftW;re rind provida lung term support fcrvicCS Under Ibis Agreement. (,. lctr.i,I!qa, lut�rusl itt„Ov_ertlne,M.Ct?unls pnJ'I txcs Truixca will invoice Lict nsee for services outside the scope or this Ar.n;crncul (including installation, rusn:tnis;uinn, Itainin. and Other scrviccs) and ri lat,td expenses un a monthly basis for such services PC formed and expenses hicurird during cacti mooth and such service= shall he Pcaiatnn;d by work order. l)verd«e pay'ro(T s slwll hear intrreM ,at tal at the anutinl talc Of two Percent (2%) e ilic base lending rate frOm time to time of (tie. I lards hank on Ilse ainowtl outstanding frour the dab: when payment is dae until the d::A; paymcnl in full is received by TnaN7a bolh before and after ji0penwfil. In addition to 11ic ryes payable by Licensee to'rraPOM I,ieenacr, shall bt. reslx)nsiblo for payment of all taxes auil other levies, including sales and use faxes, and this obligation shall survive tt rmination of this Agreement. 7_ ('rntfili_nti;,liry. 'rho parties will not di;iClone (:onfidontiai InfOrnratibu In third panics, w'ilhopt the. prior w•ritl,',n consoilt of the otlwr parties. P. ;1'crm. 'fill: initial term of this Ap,tu•mcnt shall be for a Pcrio41 Of five (S) months upon the effective date Of this anr.cm"itt, a,:d it shall be a41.011111601iy rri;awcd as long as licensee remains licer1„ed by Tralxze to use the Software, unless earlier canccicd in writing by either party at any lino' upon 4o days written notico. if a software maintuannce ngreemcni is caneelad or is itnt renewed annually, Licensee acknowlodgcs there will be costs assneiiatcd will( suflware reco"cillatiori and tt,, it sua,tcu of a new software long term support agreement. 7. 'Popination (a) B,ither Party has the right In lerutimnu this Agreruu;m if the 01110r party hrcachcx or is in defaull of any nhligalioit l"neureler, and if such tla•,fzult has nut bt•oo cured within Fifteen (15) days after receipt of notice of such dclault. (b) Tither party may terminate this Agrcement by wl'ittcn notice if the other party hccotlles insolvent or banknipt. (c) The obligations of each party pertaining to Confidential Information and taxes shall survive the icrulnation of this Agreement. to. Entree fvlajeure No p;uty to this Agreement shall be, liable to the other party for loss or darllage'rising out of any delay or failure by such party in perforating 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 ni)lilary forces, or other event or condition beyond the. control of sue], Party, provided that such party notifies the other party of its inability to perform and the reasons therefor, with reasonable promptness; and performs its obligations Hereunder as soon as circumstances permit_ i t, 1 united Warranh Trapezo warrants that during the term of this Agreement, it will inaintain the Software in accordance with the terms and conditions of this Agreement, based on the professional standards that it utilises for all of its customers in the transit industry within North America. N.xcept as stated in this Agreement, there ore no conditions, warranties or other terms binding on ille parties concerning the netions contemplated tender this Agreement, This excludes any condition, warranty or other term which might be implied or incorporated into (Iris Agreement, whether by statute, regulation, common law, equity or otherwise, including any implied warranties or Conditions of quiet usage, Inerchautability, merchantable quality Intl riituess for a particular purpose, or from the course of dealing or usage or trade (as allowed by law). in particular, Trapeze does not warrant that: (i) the Software will meet tiny or till of LtrcttseWs particular requirement';', (li) that the operation or the software will tI TSMA SWnd,,;J Rxm Page 3 of 6 OV0007 Trqu'�,e l'ropriCtary and Confidential JUN-24-03 TUE 10120 AM NFR MPO FAX NO. 970 416 2406 P. 04 operats error free or uuintorrupled; or (lli) till piogrmmning errors; in the software can 4, round in order to be Correeled. 12. ENeliodoo of Claims and 1Tinhili� (a) 'frtperc tabs f,icensec do not rely tin and shall have m) remuly arising fioro any statement, representation, warrarlly or understanding (whcthcr 1114'li(tcn(ly or ineoceully nlnde) ur ;toy person (whrlhcr petty to this AAr%moenr, the Itemised Contracts, (Ir not) ollier Ihau os expressly Sul out i1r Ods Agrecmcut or Ole liemised Contracts. (11) flee only remedy available to L.iccnsee for brcnch of warranty is far brcarh of contract under Ibn Icons of this AgrecWcot or Ilse fwaiised Coultacn. This does not proclude a shim for fraud. (c) Trajim's entire Galiflity and responsibility for any claims, danoigw or los.ws whnlsoever arising from or in caluleclion Willi this Agreement or the nse of the Software (Whether or lint ill the nuuluir pervoilled by this Agreemett, including claims for con(ract, tort, inkr'eprescntAliun, breach of duty or otherwise) or the dcve[oplt)ent, nlodi(ica(ion or ntalWeruuiee of the Software shall he alimilotely limited 10 tilt' amount of one year of long term support fees spoeiried in Exhibit A. (d) Trapeze shall not in any event be liable to the Licensee or any third party 1'trr lon ws or donmges suffered by tip. Licensee nr any third party, Whether suffered directly or ia(lircefly or that are immediate or cormequenlial (it) Ile fullest extent permitted by law), which fall Within the following categories: ii) loss of profits; anticipated saving; business opportunity or goodwill; Find, iii) loss of data or information or any [Livid. (a) Paragraphs (c) and (d) do not apply to claims arising out of death or personal injury caused by Trapeze's gross negligence or fraudulent misrepresentation, (f) This section allocates the risks under this Agreement between Trapeze and Licensee. The amount of one year of annual Inng-term support fees payable under this Agreement reflect this allocation of liability. 13. Ass; LitMent This Agreement, or oily of the rights or obligations of Trap= crewed 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, A )usable Uw 11iis Agreement shall In. governed by and construed in accordance with the laws of the stare of Arizona and otherwise in accordance with the laws of the state where tie software is to be installed. 15, Notices 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 (1) of this Agreement. Any notice given shall he 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 paragraph 16. i) special darull;;es even 16, tlencral Ibis Agreement represunls the thotlglt Trapeze teas complete and exclusive agreement between aware of the. Trapeze and Licensee concealing long term rlrti mislances in which support services and all related matters and such ~pedal damage coldd supersedes all prior agrecmenls, arke; negotiations, discussions or understandings IISA SMA Su io mi Perm Page 4 of G 04/06(03 Trail= Propr'ictary tint] Confidetitial JUN-24-03 TUE 10:21 AM NFR MPO FAX NO. 970 416 2406 P. 05 tyiEjr.�;z.tl + lw w.ca Trtl+,ize and l..icensec in any rrlmiiin U1 thesd Matters. No tither terms, cnndilions, reprasemiations, warrantiC.4 or gmtmi111,110 , whelber wriLtcu 01' oral, express or hoplird $hall form a pant of Ibis Agi•Cmeni or havq arty legal effect w'haisorva'. In tli: event of any conflict or incotiststcncy IxAmeem the provisions of this Agrccuiem and ilia ltrwlzcd CoaLracts, the tenets and conditions of this Agrecmcut shall lwvail, This Agr;•emem may not lie moililipd except by a later wrillca at^rectnri)t signed by bosh parties. 17, Mqp Main3pclnlc Dunne the term of this grccincuL, TrapezC apMes to process one base nap data updale for Ilia RidcPro saliware. This service shall be conducted tine tune, at a Lima mutually convenient to Trtgiczc and Ihd Lictmsca. The -wrvicc �Itall consiu of proecssim'v street ccntedinc and postal code data proviticd to Trapue by the Licensee, in a formal spreified by Trapeze, into a IM Md that unn he utilised by the Ridel'to sormare as installed m the LicenseC. 'rhe dala as processed sliull he delivered on (f) to the Lil'dn$oe, and will C01141OCT Lo the Licensee's network rcmnicly to install the data. Us s, sstA SOndaid Form Pa�,c 5 of 6 04/0003 Trapcu Prnprielary and Confidential JUN-24-03 TUE 10:21 AM NFR MPO FAX NO. 970 416 2406 P. 06 drrArsb�cr• t Item EXIIIBIT A (Software Maintenance Agreement) Licensed Product Conlignration hive Month Maintcrraoce Fee M T� "—RidrYt o _ Up W 5000 registered $ 2,000 conunaRrs T_t)Tnt, -- -- 52,000 Maintenance Start Date Afay 1, 2003 a` The' anrtrrul metlntrnr;,rrr fi P Will be the resull c f the license fee for the licensed product, based on the rnrnrbrr of cormua vs licensed by 1,icenare coil the number of users at the maintenance anniversary dot••, t}:rrltrplierl by the llccttse fie percentage, all according to the Trapeze price list at that time. TRApM, Sat IVAIU, (CAMPRIDGF.), INC. Name: Dexk'r Salvo Tide, Vice-Prebidcnt TACENslFIr Signature: Name: Margie J _ Title Snmrt Trips Adminis , or IiSA SMA 4uinlerd Frnro Page 6 of 6 04/06/03 Trapm. Propricutry and Confidcetittl