1st Amendment 08/21/2002
Clerk of die
eircul coun
Danny L. Kolhage
Clerk of the Circuit Court
Phone: (305) 292-3550
FAX: (305) 295-3663
e-mail: phancock@monroe-clerk.com
Memnrandum
TO: Louis Latorre, Director
Social Services Division
FROM: Pamela G. Haned-
Deputy Clerk
DATE: September 26, 2002
At the August 21,2002, Board of County Commissioners meeting the Board granted approval and
authorized execution of Contract Amendment #1 between Monroe County and Trapeze Software Group,
Inc. to add the Trapeze PASS-SUS software product to the license granted, dated March 19, 1997.
Enclosed is a duplicate original of the above mentioned for your handling. Should you have any
questions please feel free to contact our office.
Cc: County Administrator w/o document
County Attorney
Finance
File/
Client Ref Monroe County
CONTRACT AMENDMENT #1
THIS AMENDMENT is made effective this.;>3 day of~~bo02 between:
1. Trapeze Software Group, Inc. with its place of business at 14400 North 87* Street, Suite 120,
Scottsdale, Arizona, 85260, ("Trapeze"); and
2. Monroe County with its place of business at 1100 Simonton St., Key West, Florida, 33040
("Licensee").
WHEREAS Trapeze and Licensee intend to amend the Software License Agreement dated March 19th,
1997, in order to add the Trapeze™ PASS-SUS software product to the license granted therein;
NOW THEREFORE Trapeze and Licensee agree as follows:
I. Definitions
As used in this Contract Amendment # 1;
"Agreemenf' means the Software License Agreement entered into between Trapeze and Licensee
effectively dated March 19th, 1997 setting out the terms and conditions by which Trapeze, among
other things, agreed to license, install and implement the TrapezeTM PASS-WIN Software as
defined therein;
All other capitalized terms shall have the same meaning as in the Agreement unless the context
requires otherwise.
2. Amendment to A2reement
(a) Add the following to paragraph 2:
'----
"For the software set out in the "Exhibit A Amendment", attached hereto, Licensee shall pay to
Trapeze a license fee, the amount of which is set out in the "Exhibit A Amendmenf'. Trapeze
will invoice Licensee for services associated with such software (including installation,
customization, training and additional services) and related expenses on a monthly basis for the
services performed and expenses incurred during each month, in accordance with the Summary
of Proposed Pricing dated June 17*,2002, attached hereto as Item #5 in Exhibit R"
(b) Add the attached "Exhibit A Amendmenf' to the original Exhibit A set out in the Agreement.
(c) Add the attached Summary of Proposed Pricing dated June 17*, 2002 as Item #5 to the original
Exhibit B set out in the Agreement.
(d) All remaining terms conditions, and covenants of the Agreement remain unchanged.
Monroe County Contract Amendment # I
TRAPEZE CONFIDENTIAL
Page 1 od
Client Ref Monroe County
IN WITNESS WHEREOF, the parties have caused this Contract Amendment #1 to be signed by their
duly authorized representatives as of the date above.
TRAPEZE SOFfW ARE GROUP, INC:
MONROE COUNTY
By:
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By:
Name:
i3rie llet:Ilflftftft df66 t-J ~\)'M.,AN Name:
CkiefFiftlHl.eial. OFliser C..o~()lLt.~ Title:
Charles "Sonny" McCoy
Mayor/Chairman
J\ug~~~.:,21, 2002
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Monroe County Contract Amendment # I
TRAPEZE CONFIDENTIAL
Page 2 of3
Client Ref Monroe County
EXHmIT A AMENDMENT
Item Licensed Product Product Description Configuration License Fee License Date
1. Trapeze TM -PASS- Suspension Module Base License $5,000 Effective date of
SUS this Agreement
2.
TOTAL $5,000
1. License is provided for operations with up to 399 booked trips per day.
2. License is provided for software utilization for Monroe County (Key West, Florida) paratransit
services.
3. Third party Runtime licenses, if required to operate the Software are not included.
4. Proposed software solution is designed for the Windows operating environment, with an ODBC
database infrastructure (Malteze) designed by and proprietary to Trapeze.
5. Third party data, hardware and system/operating software are not included in License fees.
6. Trapeze will assist in reviewing hardware specifications, however the Licensee is responsible for
purchasing hardware and the pre-requisite products.
7. Any hardware that must be tested by Trapeze will require additional service days not covered in this
Agreement.
8. Any components may be operated on any of the workstations within a configuration approved by
Trapeze. Licenses for additional local or remote workstatioos may be purchased for $3,500.
9. The license to use MaltezeTransport Database is granted for nominal consideration and is included
for the development of reports by Licensee's staff only and for the integrated solution consisting of
Trapeze components. Access rights to the Malteze infrastructure or application interfaces for any
components that are not Trapeze compliant/sanctioned are charged at the then current rate per
application, unless otherwise approved by Trapeze.
TRAPEZE SOFfW ARE GROUP, INe.
LICENSEE
The parties agree that the above accurately reflects the Software, which is subject to the terms mid '
conditions outlined in the attached Amendment # 1 to the Software License Agreement, effectively made-as
of~ d310~ : ..'., .
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Signature:
Name:
Title:
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r:Iic IICII mann ::s -I\=oN R~ D 'MNJ
ChiGffmanGial Oftieer- CotJ\R~ L--L(R
Charles "Sonnyll McCoy
Mayor/Chairman
August 21, 2002
Signature:
Name:
Title:
Monroe County Contract Amendment # 1
Page 3 od
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Charles "Sonny" MCCO..v,I~'(Y~::.~""~.".':J
Mayor / Chairman rpl ,..~~~t:i
August 21, 2002 \~;_";)~~~;\"\"
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TRAPEZE CONFIDENTIAl:;::",'
Client Ref Monroe County
CONTRACT AMENDMENT #1
THIS AMENDMENT is made effective this ;>3~y of~, 2002 between:
1. Trapeze Software Group, Inc. with its place of business at 14400 North 87th Street, Suite 120,
Scottsdale, Arizona, 85260, ("Trapeze"); and
2. Monroe County with its place of business at 1100 Simonton St., Key West, Florida, 33040
("Licensee").
WHEREAS Trapeze and Licensee intend to amend the Software Maintenance Agreement dated March
19th, 1997, in order to add the Trapeze™ PASS-SUS software product to the Trapeze annual maintenance
program, as provided therein;
NOW THEREFORE Trapeze and Licensee agree as follows:
I. Definitions
As used in this Contract Amendment #1;
"Agreemenf' means the Software Maintenance Agreement entered into between Trapeze and
Licensee effectively dated March 19th, 1997 setting out the terms and conditions by which Trapeze,
among other things, agreed to provide certain services with respect to the Trapeze™ PASS-WIN
Software, as defined therein;
All other capitalized terms shall have the same meaning as in the Agreement unless the context
requires otherwise.
2. Amendment to Al!reement
(a) Add the attached "Exhibit A Amendment" to the original Exhibit A set out in the Agreement.
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(b) All remaining terms conditions, and covenants of the Agreement remain unchang~ j; ~
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IN WITNESS WHEREOF, the parties have caused this Contract Amendment #1 to be si~et~fu, th~
duly authorized representatives as of the date above. : " :-1 J": ':"'"
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TRAPEZE SOFfW ARE GROUP, INC:
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MONROE COl1NTI1
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By:
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Name:
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Name:
Title:
CkieffiHafteial OilieeI to~LLHt Title:
EXHmIT A AMENDMENT
Monroe County Contract Amendment # I
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Page 1 of2
APPROVED AS TO FORM
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Client Ref Monroe County
Item Licensed Product License Fee License Fee Annual Maintenance Start
Percentage Maintenance Fee. Date
1. TrapezeTM-pASS- $5,000 20% $1,000 At expiry of
SUS Warranty period
TOTAL $1,000
· First year fee only. For the second and subsequent years, the annual fee win be the License Fee
percentage multiplied by the then current price of the License Fee.
TAAPEZE SOFfW ARE GROUP, INC.
MONROE COUNTY
Signature:
Name:
Title:
~;~
Brie J.IeJlm8r.a ::5ASOtJ ~9Y\1\NV
ChiefFintmeittl Oftieer CotJ1'RoLL~R.
Signature:
Name:
Title:
,Charles "Sonny" McCoy
MaYQr/Chairman
A~t1$,~ 21, 2002
Monroe County Contract Amendment # 1
TRAPEZE CONFIDENTIAL
Page 2 of2