HomeMy WebLinkAboutEMETER CORPORATION (SIEMENS) - CONTRACT - RFP - 7190 METER DATA MANAGEMENT SYSTEMAMENDMENT NO. 2 TO
SOFTWARE LICENSE AND SUPPORT AGREEMENT
BETWEEN
EMETER CORPORATION
AND
CITY OF FORT COLLINS, COLORADO
de
This Amendment No. 2 to the Software License and Support Agreement (this
"Amendment"), effective as of this ]sti day of April 2012, is between eMeter Corporation, a
Delaware Corporation located at 2215 Bridgepointe Parkway, Suite 300, San Mateo, CA 94404
(hereinafter called "eMeter") and City of Fort Collins, Colorado located at 215 N. Mason Street
Fort Collins, CO 80521 (hereinafter called "COFC").
WITNESSETH:
Whereas, eMeter and COFC entered into a Software License and Support Agreement as of June
27, 2011 (the "SLSA") pursuant to which eMeter agreed to provide, and COFC agreed to
purchase, certain software and services; and
Whereas, Siemens Energy, Inc. and COFC entered into a Master Services Agreement as of June
27, 2011 (the "MSA") pursuant to which Siemens Energy Inc., agreed to provide, and COFC
agreed to purchase, certain training; and
Whereas, pursuant to Section 15a of the MSA, Siemens Energy, Inc. subsequently assigned the
MSA (and all rights, obligations, benefits and liabilities thereunder) to Siemens Industry, Inc.
("Siemens") effective as of April 1, 2012; and
Whereas, such training, and the pricing related thereto, is defined in the scope of work set forth in
Appendix A to the MSA. ("Scope of Work"); and
Whereas, the SLSA provides that Exhibit A may be amended from time to time by providing
notice to eMeter; and
Whereas, COFC has provided such notice to eMeter and Siemens that they desire to license the
Training Materials (as defined in Exhibit A-2 hereto) listed in Exhibit A-1; and
Whereas, the relevant terms for the licensing of the Training Materials are attached hereto as
Exhibit A-2; and
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Whereas, the parties desire to amend the SLSA to reflect the inclusion of the Training Materials
and supplemental terms listed in Exhibit A-1 and A-2 as of the effective date of this Amendment
2.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants, and
agreements contained herein, the parties agree as follows:
ARTICLE 1. AMENDMENTS.
1.1 The SLSA is hereby amended by incorporating Exhibit A-1 (Training Materials) and Exhibit
A-2 (Supplemental Terms) attached hereto and incorporated herein by this reference.
ARTICLE 2. MISCELLANEOUS
2.1.1 Except as expressly modified hereby, the SLSA shall remain in full force and effect and
unmodified.
2.1.2 Capitalized terms used herein and not otherwise defined shall have the meaning set forth
in the SLSA.
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FGI
In Witness hereof, the parties have executed this Amendment as of the day and year April
1 , 2012.
EMETER CORPORATION
By: /1 as C ' 4-11
Lisa j. Caswell
Name:
President
Title:
CITY OF FORT COLLINS
Name: �,%�'�LS � �
Title: C-C L G l�v 2 C N--5 T-0 (o
151
Exhibit A-1
eMeter Training Materials
Below is the list of eMeter EnergylP training materials licensed for use by the City
of Fort Collins as of the effective date of this Amendment. The parties hereto
expressly acknowledge and agree that if any other training course(s) are
conducted pursuant to the Scope of Work, that the respective Training Materials
for such course(s) shall be governed by the terms of the SLSA (including
amendments thereto) in the same manner and to the same extent as the Course
Titles identified in the table of this Exhibit A-1 below as if such course(s) were
incorporated herein as of the effective date hereof.
Course Title
Material Type
Usage Type
EIP140
Billing Analyst Training
Electronic version
Internal use only
EIP150
Graphical Editing for End
Electronic version
Internal use only
Users
Other courses conducted
pursuant to the Scope of
Electronic version
Internal use only
Work
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Supplemental Terms
"Training Materials" means, with respect to the Course Titles identified in the table set forth in
Exhibit A-1 hereto (including any other courses conducted pursuant to the Scope of Work), those
PowerPoint slides delivered by an authorized eMeter trainer to Licensee for training purposes,
which includes EnergylP concepts, theories, screenshots, excerpts and exercises, and all other
eMeter training materials to be used by the Licensee.
License Grant to Training Materials. Subject to the provisions of this SLSA as well as the timely
payment of all applicable training and license fees (as set forth in the MSA including, the Scope of
Work) for the term of such license, eMeter grants Licensee and Licensee accepts a license to
use, modify, and reproduce the Training Materials, solely for Licensee's internal business use.
For the avoidance of doubt, this license shall not permit Licensee to redistribute or reproduce the
materials to any third party (other than Licensee Representatives assisting Licensee with its
internal use of the Licensed Products, or related training of Licensee personnel). The number of
slides to be included in the Training Materials shall be mutually agreed to by the parties and
stated in the Scope of Work based upon the training schedule created by the parties.
Support of Training Materials. The Training Materials will be current as of the date of delivery of
the Licensed Products. Licensee agrees that neither eMeter nor Siemens has any obligation to
maintain or support the Training Materials or keep them current. Should Licensee desire to
license current Training Materials in the future, they may do so by indicating in writing either
directly to eMeter, or through Siemens, which request eMeter will consider in good faith. Current
Training Materials will be subject to the then current rates.
Licensee agrees that eMeter and its affiliates (including Siemens) shall not assume any liability
for any modification of the Training Materials made by anyone other than an authorized eMeter
trainer, and that such modification may result in an inaccurate training session.
END
EON