Item C43BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 08/21-22/02 Division: Community Services
Bulk Item: Yes X No _ Department: Social Services/Transportation
v a JeWe- 7-16 e 1L
Louis LaTorre, Social Services Director
AGENDA ITEM WORDING: Approval of amended agreement between Trapeze Software Group
and Monroe County.
ITEM BACKGROUND: This amendment will add the Trapeze PASS -SUS software product to the
license granted dated 3-19-97.
PREVIOUS REVELANT BOCC ACTION: Approved by BOCC 03-19-97.
CONTRACT/AGREEMENT CHANGES: To add Trapeze PASS -SUS software product to our
license.
STAFF RECOMMENDATIONS: Approval of Agreement
TOTAL COST: $6,000.00 BUDGETED: Yes X No
COST TO COUNTY: $6,000.00
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year
APPROVED BY: County Atty OMB/Purchasing Risk
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION: Included
DISPOSITION:
Revised 2/27/01
(James E. Malloch)
To Follow X Not Required
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Trapeze Software,
Contract #
Effective Date: 08/21//02
Expiration Date:
Contract Purpose/Description:
Amended agreement to add Trapeze
PASS -SUS Software
Contract Manager: Jerry Eskew
4425 Transportation/1
(Name)
(Ext.) (Department/Stop #)
for BOCC meeting on 08/21-22/02 Agenda Deadline: 08/07/02
CONTRACT COSTS
Total Dollar Value of Contract: $ $6,000.00 Current Year Portion: $ $6,000.00
Budgeted? Yes ® No ❑ Account Codes: 102-61505-530-520-
Grant: $-
County Match: $ - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
of included in dollar value above . maintenance, utilities, janitorial, salaries, etc.
CONTRACT REVIEW
Changes
Date Out
D to In Needed R e
Division Director `77-7 0 Z Yes❑ No
'7 / '7 0
Risk Management 7- jc6-p�Yes❑ No�
O.M.B./Purchasing -7110t IDZZ Yes❑ No�lz-z/oZ
County Attorney r7-10— 0 Z Yes[:] Noz
71110 2—
Comments: Tech Services Approval 5z
6/. a
OMB Form Revised 2/27/01 MCP #2
Client Ret`. Monroe Countv
CONTRACT AMENDMENT #1
THIS AMENDMENT is made effective this 26th day of June, 2002 between:
Trapeze Software Group, Inc. with its place of business at 14400 North S7`t' Street, Suite 120,
Scottsdale. Arizona, 85260, ("Trapeze"); and
2. Monroe County with its place of business at 5100 College Road, 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 TNI PASS -SUS software product to the Trapeze annual maintenance
program, as provided therein:
NOW THEREFORE Trapeze and Licensee agree as follows:
Definitions
As used in this Contract Amendment #1;
"Agreement" 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 Agreement
(a) Add the attached "Exhibit A Amendment" to the original Exhibit A set out in the Agreement.
(b) All remaining terms conditions, and covenants of the Agreement remain unchanged.
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 SOFTWARE GROUP. INC: MONROE COUNTY
By: By:
Name: Eric Herrmann Name:
Title: Chief Financial Officer Title:
Stonroc County Contract :Amendment = I TRAPEZE CONFIDENTIAL
Page 1 of2
Client Ref: Monroe County
EXHIBIT A AMENDMENT
Item
Licensed Product
License Fee
License Fee
Percentage
Annual
Maintenance Fee*
Maintenance Start
Date
l .
TrapezeT"t-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 will be the License Fee
percentage multiplied by the then current price of the License Fee.
TRAPEZE SOFTWARE GROUP, INC.
Signature:
Name: Eric Herrmann
Title: Chief Financial Officer
Monroe County Contract Amendment » I
MONROE COUNTY
Signature'
Name:
Title:
APPROVED AS TO FORM
AND "L SUFFIC Y
BY.
ANN—E H TTON
r,ATF
TRAPEZE CONFIDENTIAL
Page 2 of 2
Client Ref: Monroe County
CONTRACT :AMENDMENT #1
THIS AINIENWNIENT is made effective this 26th day of June, 2002 between:
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 5100 College Road, 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 TrapezeTIMPASS-SUS software product to the license granted therein:
NOW THEREFORE Trapeze and Licensee agree as follows:
Definitions
As used in this Contract Amendment #1:
"Agreement" means the Software License Agreement entered into between Trapeze and Licensee
effectively dated March 19th, 1997 settina out the terms and conditions by which Trapeze, among
other things, agreed to license, install and implement 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 Agreement
(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 Amendment". 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`h, 2002, attached hereto as Item#5 in Exhibit B."
(b) Add the attached "Exhibit A Amendment" to the original Exhibit A set out in the Agreement.
(c) Add the attached Summary of Proposed Pricing dated June 17`h, 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.
M m oc County ('ontract Amendment,
TRAPEZE ( ONPIDENIIAL
Pau 1 of 3
Client Ret: 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 SOFTWARE GROUP, INC: MONROE COUNTY
By:
Name: Eric Herrmann Name:
Title: Chief Financial Officer Title:
l mini% Contract :Amendments I
FOR ,
L'
c ^ Iv N
}TTCN
TRAPEZE CONFIDENTIAL
Client Ref: Monroe County
EXHIBIT A AMENDMENT
Item
Licensed Product
Product Description
Configuration
License Fee
License Date
1.
TrapezeTN'-PASS-Suspension
Module
Base License
$5,000
Effective date of
SUS
this Agreement
2.
TOTAL
$5,000
t. 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 workstations 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.
The parties agree that the above accurately reflects the Software, which is subject to the terms and
conditions outlined in the attached Amendment #1 to the Software License Agreement, effectively made as
of June 26th, 2002.
TRAPEZE SOFTWARE GROUP, INC. MONROE COUNTY
Signature: Signature:
Name: Eric Herrmann Name:
Title: Chief Financial Officer Title:
Monroe County Contract Amendment # 1 TRAPEZE CONFIDENTIAL
VY �TOPage 3 oe3
f"
1.0 SUMMARY OF PROPOSED PRICING
0
Follov�ing is our cost proposal for our TRAPEZE -PASS software system as discussed in our written and oral
communications. Any local or State sales and usage taxes are in addition to the quoted prices.
The following prices are valid for 90 days after submission.
A. SOFTWARE COMPONENTS AND LICENSE FEES
Trapeze -PASS -SUS Suspension Module
S
TOTAL SOFTWARE COSTS S
B. INSTALLATION AND STAFF TRAINING COSTS
PROJECT MANAGEMENT & SUPPORT SERVICES $
SITE SPECIFIC CUSTOMIZATION $
SOFTWARE, & INSTALLATION SERVICES $
TRAINING
All inclusive costs for 1 days training $
TRAVEL & EXPENSES
Total of expenses including airfares. $
TOTAL TRAINING COSTS S
GRAND TOTAL S
Notes:
1) Licenses are provided for operations up to 399 booked trips per day
2) Licenses provide for software utilization for Monroe County Transportation (Key West, FL)
3) Third Party Runtime licenses, if required, to operate the proposed applications are not
included in prices listed above
4) Proposed software solution is Windows based with ODBC Database engine
5) Any components may be operated on any of the workstations, and additional local workstation licenses
may be purchased for $3,500
6) Malteze Transit Database will be provided at no cost for the development of reports by your staff only
and for the integrated solution consisting of Trapeze Components. Access rights to the master
infrastructure or API's for any core components that are not Trapeze compliant/sanctioned are charged at
the current rate per application, unless otherwise approved by Trapeze.
5,000
5,000
1,000
1,000
6,000
Monroe County Transportation
Key `•Vest. ?L Section 1 - Page 2 17/06i02
1.1 Long Term Support Services
Item
Description
Annual
Cost
I
Warranty (One year) includes:
Included
1 Extended hours telephone support on generic & customized software
2 Generic Product Upgrades
3 Corrections to software
2
Maintenance (Annual) includes:
$ 1,000
I Extended hours telephone support on generic & customized software
2 Generic Product Upgrades
3 Corrections to software
4 User Training (Six days at TSG offices)
* (20% of current license fees)
3
Other Services (Optional)
1 Source in Escrow (setup service)
$ 2,000
2 Source in Escrow (annual thereafter)
$ 1,000
Monroe Countv Transt)ortation
:rev West -+_ Section I - Page 3 17,'06%02
1.2 Payment Schedule
Item Description
1 75% of License Fee upon contract signing
2 25% License Fee upon installation
3 Implementation services as performed
4 Expenses in proportion to the services invoiced (rounded to nearest $ 100)
5 As any customized items are delivered, full payment less 10% holdback
6 Holdbacks due upon utilization of each component 'in production'
2
Monroe County Transportation
Kev West, FL Section 1 - Page 4 17/06/02
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 3/19/97 - 3/20/97 Division: Communitv Services
Bulk Item: Yes X No _ Department: Social Services Transportation
AGENDA ITEM WORDING:
Approval of agreements between Monroe County and Trapeze Software Group. Inc., the parent company of On -
Line Data Products. Inc. to provide an Automated Paratransit Routing and Scheduling and Customer Services
Information Svstem and maintenance for the above.
ITEM BACKGROUND:
Replacement of existing Dispatch Software with a Centralized Automated Paratransit Routing and Scheduling and
Customer Service Information System to increase and improve transportation service.
PREVIOUS RELEVANT BOCC ACTION:
8/13/96 - Approval to call for bids.
1/15/97 - Bid was awarded.
STAFF RECOMMENDATION:
Approval. According to the County Attornev's office we must also waive Administrative Instruction 947092,
requiring standard indemnification hold harmless language in contract. (Please see attached memo from Suzanne
Hutton and comments from Donna Perez.
TOTAL COST: $64.145.00 BUDGETED: Yes X No_
Money_ is in capital account
COST TO COUNTY: $64.145.00
REVENUE PRODUCING: YES — NO X AMT. PER MONTH YEAR
APPROVED BY: County Attv. _ OMB/Purchasing _ Management
DIVISION DIRECTOR APPROVAL:
Peter J. orton
DOCUMENTATION: Included: _ To Follow: X Not Required:
Agenda Item 4: n
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Trapeze Soft«are Group. Inc Effective Date: 03 / 20 / 97
Expiration Date: None
Contract Purpose/Description: Agreement between Monroe County and Trapeze Software Group. Inc. to projde an
Automated Paratransit Routing and Scheduling and Customer Services Svstem.
Contract Manager: Jem- Eskew 4425 Monroe County Transportation
(Name) (Ext.) (Department)
for BOCC meeting on 03 / 19/20 / 97
CONTRACT COSTS
Agenda Deadline: 03 / 06 / 97
Total Dollar Value of Contract: $ $64.145.000 Current Year Portion: $
Budgeted ? Yes X No Account Codes: 102-180700 -569 -640
Grant: $
Countv Match:
ADDITIONAL COSTS
Estimated Ongoing Costs: $ 9.000.00 /yr. For: Upgrades/Maintenance
(Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.)
Division Director
Risk Management
r;
O.M.B./Purchasing
County Attornev
CONTRACT REVIEW
Changes
Date In Needed
Yes No
, / to/ Oil ( )
Reviewer
Comments: `� "� �•:, ��� �.0 /
y
Date Out
/ ml1,` 7
Client Ref. #
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT made as of the day of ; 19_; by and between:
Trapeze Software Group, Inc. with its place of business at 15880 North Greenwav/Hayden Loop; Ste. 200,
Bldg. A. Scottsdale. Arizona, U.S.A. 85260 ("Trapeze") and iWonroe County with its place of business at
5100 College Roadd, Key West, Florida 33040 ("Licensee').
WHEREAS Trapeze is the owner of the rights to certain software as identified in Exhibit A (collectively the
"Softtivare"), 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 operations:
(a) to use one production copy 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 shalj not copy, reproduce, modiN.
adapt or translate them, without the express written authority of Trapeze.
2. In consideration of the license granted to Licensee by this Agreement, Licensee shall pay to Trapeze a
license fee, the amount(s) of which is as set out in Exhibit A (the "License Fee'). Trapeze will invoice
Licensee for services (including installation, customization, training and additional services) and
related out of pocket expenses on a monthly basis for such services performed and expenses incurred
during each month. Overdue payments 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, all levies, other than sales and use taxes (but
excluding taxes based on the net income of Trapeze resulting from this Agreement) shall be the
responsibility of the Licensee. If any 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. Monroe County is exempt from
State and Federal taxes.
Licensee acknowledges that the Software, the Documentation and other information relating thereto
(including all customizations and modifications developed for Licensee) disclosed to Licensee pursuant
to this Agreement are owned by Trapeze and include trade secrets and other confidential and
proprietary information of Trapeze, and Licensee shall maintain in confidence and not disclose the
same, directly or indirectly, to any third party without Trapeze's prior written consent. Licensee shall
make no attempt to reverse compile, disassemble. or otherwise reverse engineer the Software or any
portion thereof. These obligations of confidentiality shall survive termination of the license granted
herein. Licenser shall hold Licensee harmless and defend any litigation arising due to Licensee's
claim of exemption from the Florida Public Records Disclosure Act in response to a request for
disclosure.
Page 1 of 5
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 IN 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 SET ANY OR ALL OF
LICENSEE'S PARTICULAR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE
WILL OPERATE ERROR -FREE OR UNNTERRUPTED AND THAT ALL PROGRAM ERRORS IN
THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED.
TRAPEZE'S ENTIRE LIABILITY AND RESPONSIBILITY FOR .ANY AND ALL CLAIMS.
DAMAGES OR LOSSES ARISING FRONT USE OF THE SOFTWARE BY LICENSEE SHALL BE
ABSOLUTELY LIMITED TO THE AMOUNT(S) OF THE LICENSE FEE. NOTWITHSTANDING
ANY PROVISION CONTAINED HEREIN, TRAPEZE SHALL NOT BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL. SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OR
EXPENSES, WITHER 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.
THIS LIMITATION TO LIABILITY DOES NOT APPLY TO PERSONAL AND PROPERTY
DAMAGE OR PATENT INFRINGEMENT AS SET OUT IN ATTACHMENT(S).
The license ;ranted 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 pay any amount when due hereunder; or Licensee becomes insolvent
or any proceedings shall be commenced by or against Licensee under tiny 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 liaye been returned to Trapeze or
destroyed.
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 contracts) between Trapeze and Licensee as identified in Exhibit B. 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 pan 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 Exhibit B, 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.
Pate " cf
S. 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
Florida, U.S.A., with venue in Monroe County, FL.
It. 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 part may change its address for notices by giving notice of
such change as required in this Section 11.
IN WITNESS WHEREOF, this Agreement has been read, understood and signed by duly authorized officials
of Trapeze and Licensee.
TRAPEZE SOFTWARE GROUP, INC.:
Bv: jjg�� A �
LICENSEE: IiONROE COUNTY
Bv:
Name: Marsha Moore Name:
Title: Executive Vice President of Operations Title:
APPROVED AS TO FORM
AND LEGAL SUFF10E�
BY
"SUZANNE A. UTTON
DATE
Page 3 of 5
EXHIBIT A
(Software License Agreement)
Item
Licensed Product
Product Description
Configuration
License Fee
License Date
1.
TRAPEZE—
License is restricted to the
Windows
S35,000.00
Upon
PASS- WIN'u
scheduling and dispatching
Network
Installation
operations for Licensee's
Version Site
Date
statutory responsibilities.
License
2.
(2) ADDITIONAL
2 C S3500.00
Remote
$7.000.00
USER LICENSES
Workstations
3.
(1) MEDICARE
S 3.000.00
BILLING
MODULE
4.
5.
6.
7.
8.
9.
10.
11.
TOTAL
S45,000.00
Both parties agree that the above accurately reflects the Software which is subject to the license terms and
conditions outlined in the attached Software License Agreement dated
TRAPEZE SOFTWARE GR
Bv:
Name: Marsha Moore
Title: Executive Vice President of Operations
LICENSEE: MONROE COUNTY
Bv:
Name:
Title:
APPROVED AS TO FORM
AND LEGAL SUFFICIENCYpy
-SUZANNE/A. HUTTON
DATE
Page 4 of 5
EXHIBIT B
(Software License Agreement)
Item TM
I. Monroe County
RFP T
3. TSGI RFP Response
3. Attachments Dated:
a. Indemnification
b. General Insurance.
c. 6Vbrkers Liability
d. Vehicle Liability
e. Infringement Clause
f. Payment Schedule - Revised
g. Proposed Cost Summary - Revised
4. ,Wbnroe Countv P.O. T
TRAPEZE OF'TwARE GROU
By:
Name: Marsha Moore
Title: Executive Vice President of Operations
LICENSEE: MONROE COUNTY
By:
Name:
Title:
APPROVED AS TO FORM
el
AND LEGAL SUFFICIEY4
SUZ#NNE A. UTTON
`GATE '� ~ 97
Page 5 of 5
1996 Edition
MONROE COUNTY, FLORIDA RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
Indemnification and Hold Harmless
for
Other Contractors and Subcontractors
The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of
Counry Commissioners from any and all claims for bodily injury (including death
injury, and pro ert lama a (includionroeng ty ), personal
damages, and expeIises (mclilding attmey,s fees) which ari a out of, nuconncctdio n any other
reason of senlices provided by the Contractor or any of its Subcontractor(s) in any tier, by
occasioned by the negligence, errors, or other wrongful act or omission of The Contractor or its
Subcontractors in anv tier, their employees, or agents.
Modified by Risk Management 213/97
Adminiutuuon InsuurGon
A147092
97
/119966Edition
0WORKERS' COMPENSATION ( �hura
. INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less
than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
V 00,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
If the Contractor has been approved by the Florida's Department of Labor, as an authorized self -
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's acess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
WC]
Administration Instruction
x4709.2
SS
PEE 04 'T-7 08:47 305 292 4544 PAGE.0e
VEHICLE LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
1996 Edition
a-hn,_,-�
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
• Owned, Non -Owned, and Hired Vehicles
The minimum limits acceptable shall be:
S100,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 50,000 per Person
$100,000 per Occurrence
$ 25,000 Property Damage
The Moxuoe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
VL1
Administration Instruction
94709.2
81
If It
705 252 4544 RAG=—.G1
Monroe County
-O&fi Att/Xt (2
INFRINGEMENT CLAUSE
A. Trapeze agrees, at its expense and with counsel of its choice, to defend Licensee against
any third party claim that use of the Licensed Software and/or Documentation infringes
an existing Canadian or U.S. patent, or a copyright, or a trade secret, provided that
Licensee gives Trapeze prompt written notice of any such claim, and fully cooperates
with Trapeze in the defense or settlement of such claim.
B. In the event the Licensed Software and/or Documentation is, or in Trapeze's opinion is
likely to be, held to constitute an infringing product, then Trapeze shall, at its option:
i) procure for Licensee the right to continue to use the Licensed Software and/or
Documentation, or
ii) modify the Licensed Software and/or Documentation to make it non -infringing, or
iii) direct Licensee to cease use of the infringing portion of the Licensed Software
and/or Documentation and substitute equivalent non -infringing software or
documentation or refund to Licensee the fees paid to Trapeze applicable to the
infringing portion of the Licensed Software and/or Documentation, less a reasonable
amount for Licensee's use of the infringing portion up to the time of the refund.
C. Trapeze shall not be liable for any infringement or claim thereof based upon;
i) the use of any portion of the Licensed Software and/or Documentation in
combination with other technology or software not supplied by
Trapeze, or
ii) the use of the Licensed Software and/or Documentation contrary to the instructions
and directions of Trapeze, or
iii) misuse of or modifications to the Licensed Software and/or Documentation made by
Licensee or others, or
iv) information, directions, specifications or materials provided by Licensee or others.
D. THE FOREGOING REMEDIES CONSTITUTE LICENSEE'S SOLE AND
EXCLUSIVE REMEDIES AND TRAPEZE'S ENTIRE LIABILITY WITH RESPECT
TO INFRINGEMENT AND SUCH REMEDIES SHALL BE SUBJECT TO ANY
OTHER PROVISIONS CONTAINED HEREIN LIMITING THE LIABILITY OF
TRAPEZE.
a,.4.-:,laC,h mum t " 4
1.7 Payment Schedule
Item IDescrintion
1 125% of License Fee upon contract signing and receipt of programs
2 IRemaining License Fee as each generic component is installed
3 I As customized items are delivered, full payment less 10% holdback
4 (Billing per month for implementation services provided
less 10% holdback
5 l Expenses as incurred
6 (Holdbacks due upon utilization of each component 'in production'
(Cost)
Monroe County Section 1 - Page 8
Transportation
Key West, FL
1.0 SUMMARY OF PROPOSED PRICING
Monroe County Transportation, Key West, FL
Proposed Pricing for 200-399 Trips
Section
Description
Required
Cost
1
License Fees
45,000
2
Standard Implementation Services
20,100
3
Pre -Requisite Products
1,225
4
Expenses
6700
5
Purchase Incentives
-8,880
6
Long Term Support Services
0
TOTAL (US$)
S 64,145
Monroe County
Transportation (Cost)
Key West, FL Section 1 - Page 1
Client Ref. m
SOFTWARE MAINTENANCE AGREENTENT
THIS AGREEMENT made as of the day of 19 ; by and between:
Trapeze Softrivare Group, Inc. with its place of business at 15880 North Greenwaw/Hayden Loop, Ste. 200.
Bldg. A. Scottsdale. Arizona , U.S.A. 85260 ("Trapeze"), anti Monroe County with its place of business at
5100 College Road, hey West, FL 33040 ("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 day of
1997 enabling Licensee to use the Software on the terms specified therein (the "License Agreement");
AND WHEREAS Licensee is desirous of participating in Trapezes 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 in
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 Versions 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
Version" 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 Versions for Trapeze's
then prevailing license fees. Software Upgrades and New Versions will be sent on three and a
half (3 1/2) inch diskettes with explanations, instructions and updated documentation where
appropriate. 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 paw extra for, any and all consulting
implementation, customization, education and training related sen•ices subject to the availability of
Trapeze's staff. -
3. Licensee shall pay an annual maintenance fee to Trapeze as provided in Exhibit A. This fee shall be
subject to change as set out in Exhibit A.
Pate 1 of 4
4. Licensee agrees that all materials, documentation, Upgrades, New Versions, and other materials
provided to Licensee pursuant to this Agreement shall be subject to the same conditions and rights of
use as apply to the Software under the License Agreement.
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 (including installation, customization, training and
additional services) and related out of pocket expenses on a monthly basis for such services performed
and expenses incurred during each month. Overdue payments 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. Licensee is exempt from taxes and other levies, including sales and use taxes (but
excluding taxes based on the net income of Trapeze resulting from this Agreement).
The parties hereto acknowledge that information obtained about the other party pursuant to this
Agreement includes 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. The parties agree that the Confidential Information does not
include any information which, at the time of disclosure, is generally known by the public.
8. The initial term of this Agreement shall be for a period of one (1) year following the expiry of the
warranty period set out in the License Agreement, and it shall be automatically renewed 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.
9. (a) This Agreement shall terminate if the License Agreement is terminated by Trapeze or Licensee.
(b) Either parry has the right to terminate this Agreement if the other part• 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
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.
Page 2 of 4
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. THIS LIMITATION TO LIABILITY DOES NOT APPLY TO PERSONAL AND
PROPERTY DAMAGE OR PATENT INFRINGEMENT AS SET OUT IN ATTACHMENT (S).
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 pan 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
Florida, U.S.A., with venue in Monroe County, FL.
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 WHEREOF, this Agreement has been read, understood and signed by duly authorized officials
of Trapeze and Licensee.
TRAPEZ S FTW GR UP INC. LICENSEE: MONROE COUNTY
By: 44A 0 By:
Name: Marsha Moore Name:
Title: Executive Vice President of Operations Title:
APPROVED AS TO FORM
AND LEGAL SUFrIC1E� '
BY/.11.-
--<SUZANNE/A. HUTTON
Page 3 of 4
EXHIBIT A
(Software Maintenance Agreement)
Item
Licensed Product
License Fee
License Fee
Percentage
Annual
Maintenance Fee*
Maintenance
Start Date
1.
TRAPEZE --PASS-
$35,000.00
20%
S7,000.00
Upon Live
WIN'"
Implementation
2.
ADDITIONAL USER
$ 7,000.00
20%
$1,400.00
LICENSES (2)
3.
MEDICARE BILLL 1G
$3,000.00
20%
$ 600.00
MODULE
4.
5.
6.
7.
TOTAL,
FS,45,000
20% 7S9,000
* First year fee only. For the second and subsequent years, the annual fee will be the License Fee
percentage multiplied by the then current price of the License Fee.
1 - -
LICENSEE: MONROE COUNTY
M3
Name: Marsha Moore Name:
Title: Executive Vice President of Operations Title:
APPROVED AS TO FO
AND LEGAL SUFFICIE , CX
i � r
BY L � � . �
�StJZ�INN ' A. H TIbN
DATE / 7
Page 4 of 4
MEMORANDUM
TO: Jerry Eskew, Transportation Department
FROM: Suzanne A. Hutton, Assistant County Attome
�k
DATE: February 11, 1997
RE: Trapeze Software Agreement
I am going through the latest version of the Trapeze Software Agreement. Please
be advised that Donna Perez has indicated paragraph five must be replaced with our
standard contract language. The only way it can be changed is for the County
Commission to specifically waive the requirement of Administrative Instruction Number
4709.2. Accordingly, if Trapeze will not delete paragraph number five from the
contract, you will have to place this on the agenda with a request to waive the
requirement that all contracts contain a standard indemnification and hold harmless
paragraph pursuant to Administrative Instruction No. 4709.2.
I would note that the last sentence of paragraph five (and also paragraph twelve
in the maintenance agreement) specifically excludes from the liability limitation any
personal and property damage and patent infringement, the areas of our greatest
concern. Although profit and revenue are of little concern, there is some foreseeable
liability related to use. The same waiver would have to be applied to the maintenance
agreement when the items are placed before the BOCC.
Please let me know if you have any questions.
SAH:aa
enclosure
14255 N. 79'" Street, Suite3
Scottsdale, AZ 85260
Phone: (602)483-3822
Fax: (602)483-2339
Trapeze. Software Group;,Inc-
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4. Trapeze warrants the Software to operate in all material respects as specified in the Doc;umcntation.
Trapeze shall be responsible for using, reasonable efforts to correct, at its own expense, any defects in
the Software that are brought to Trape2e's attention by Licensee within a period of one (1) year after
delivery of the Software to Licensee.
THE FOREGOING WARR.A\'TY IS IN LIEU OF ALL CTHER WARRANTIES OR CONDITT(�N9.
E.XPRBSS OR RAPLMD, INCLUDING BUT NOT LIMITED TO ANY IMPLIED -WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, MERCI-[ANTAI3LE QUALITY ANT) FTTNF.SS FnR A
PARTICULAR PURPOSE AND TliOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR
FROM TIIE COURSE OP DEALING OR USAGE OF TRADE. T'RAPF7F nnFR NnT RFPR.F. SENT
OR WARRANT THAT THIS SOFTWARE WILL MEET ANY OR ALL OF LICENSEE'S
PARTICULAR REQUIREMENTS. THAT T M OPRRATION i;F Tgr SOFTWARE WILL
OPERATE ERROR -FREE OR UNINTERRUPTED AND THAT ALL PROGRAM ERRORS IN THE
SOFTWARE CAN RF POTNT) N 0R17FR Tn RF (70RRF('TED.
S. TRAPF7F'S FNTTRF. LTARTT..ITY AND RESPONSI)31LITY• FOR ANY AND ALL CLAIMS,
DAMAGES OR LOSSES ARISING FROM USE OF THE SOFTWARE 13Y LICENSEE SHALL BE
ABSOLUTELY LIMITED 'r0 THE AMOUNT(S) OF THE LJCEVSR FF_E. NOTWITRSTANDD G
ANY PROVISION CONTAINED HEREIN, TRAPEZE SHALL NOT BE LIABLE FOR AN'Y
rKDMECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OR
EXPENSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
ARISING rN ANY WAY OUT OF THIS AGREEMENT, THE SOFTWARE, OR T1LA.1'='S
PERFORMANCE OR LACK TIIEREOF UNDER THIS AGREEMENT, LNCLUDING WITHOUT
LIMITING THE GE1;ERALITY OF THE FOREGOING, LOSS OF REVENu , PROFIT OR USE.
THIS L1N UTATION TO LIABILITY DOES NOT APPLY TO PERSONAL AND PROPERTY
DAMAGE OR PATENT INFRINGENMNT AS SET OUT IN ATTACIIME+NT(S).
6. The liccnsc granted by thin Agrccmcnt is cffcctivc until terminated. Trapeze Las the right to ternrlllate
the license ;ranted 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 i-cocipt ul' wt ittc1l uutiec ur Jut;ll
default. Without limiting the foregoing the following shall be deemcd to be Licensee defaults under this
Agreement: Licensee fails to pay any amount wireu due hwcuildcs; ur Llccusrc bmunim insolvent or
any proceedings shall be commenced by or against Licensee under any bankruptcy, insolvency or
similar laws. In the event that tlic lii;c,twe glturlvd uuthcx tliiti Agmumont is terminated, Licensee shun
forthwith return to Trapeze all copies of the Software, the Documentation and other materials provided
to L;Lcn1,cc pusSunid Lu Lhiz-i A.mcailG111 Wid Will UUrtify in wriLing _o Trapeze that all copies or partial
copies of the Software, the Documentation and such other materials have been returned to Trapczc or
dt;au uveJ.
Li"mivc uuknuwicdges having read and understood this Agreement and agrees to be bound by its terms
and conditions. Liccnsce also agrees that this Agreement, together with the relevant terms and
conditions of the contract(s) between Trapeze and Licensee as identified in Lxhibit 8, represents the
complete and exclusive agreetnent 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 teens, conditions, representations, warranties or guarantees, whether written
or oral, express or implied, shall form a part hereof ar nave any legal effect whatsoever. In the event of
any conflict or inconsistency between the provisions or this Agreement and the provisions of the
contracts) identified in Exhibit B, the latter provisions shall be of no force and effect and the provisions
of this ,agreement shall govefn. This Agreement shall not he modified except by later written
agreement signed by both parties.
F:`,user,.mariaiticontracrd-'rm-sla.doc Page 2 of S Sw,•A;tFv 1a„-97
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 1/15/97 - 1/16/97
Bulk Item: Yes X No
AGENDA ITEM WORDING:
Department:
Division: Community Services
Award of bid to On -Line Data Products, Inc. a subsidiary of Trapeze Software Inc. for the purchase of the
Automated Paratransit Routing and Scheduling and Customer Services Information System in the total amount of
$66,145.00 (Centralized Dispatch System).
ITEM BACKGROUND:
Received one (1) bid from On -Line Data Products, Inc. a .subsidiary of Trapeze Software Inc. The bid contained
two quotes.fft Centralized Dispatch System $66,145.00 or three independent Dispatch Systems $152, 585.00.
PREVIOUS RELEVANT BOCC ACTION:
August 13, 1996 call for bids approved.
STAFF RECOMMENDATION:
Approval of the Centralized Dispatch System for $66,145.00 and subject to staff review that all specification
requirements are met.
TOTAL COST: $66,145.00 BUDGETED: Yes X No
COST TO COUNTY: $66. 145.00 Money is in capital account
REVENUE PRODUCING: YES _ NO X AMT. PER MONTH YEAR
APPROVED BY: County Atty. _ OMB/Purchasing _
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION: Included: X To Follow:
DISPOSITION: znv
J. Horton
Not Required: —
Agenda Item #: 1 — 1
Client Ref. Monroe County
CONTRACT AMENDMENT #1
THIS AMENDMENT is made effective this �3^iAday of,4iPri-, 2002 between:
1. Trapeze Software Group, Inc. with its place of business at 14400 North 87 h 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:
1. Definitions
As used in this Contract Amendment #1;
"Agreement" 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 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 Agreement
(a) Add the attached "Exhibit A Amendment' to the original Exhibit A set out in the Agreement.
(b) All remaining terms conditions, and covenants of the Agreement remain unchanged.
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 SOFTWARE GROUP, INC: MONROE COUNTY
By: By:
Name: Eric Herrmann Name:
Title: Chief Financial Officer Title:
EXHIBIT A AMENDMENT
Monroe County Contract Amendment # I TRAPEZE CONFIDENTIAL C43
Pa e 1 of2 APPROVED AS TO FORM
B 4.114D -1,F-GAL SUFF!CI J
Client Ref. Monroe County
Item
Licensed Product
License Fee
License Fee
Percentage
Annual
Maintenance Fee*
Maintenance Start
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 will be the License Fee
percentage multiplied by the then current price of the License Fee.
TRAPEZE SOFTWARE GROUP, INC.
Signature:
Name: Eric Herrmann
Title: Chief Financial Officer
Monroe County Contract Amendment # I
MONROE COUNTY
Signature:
Name:
Title:
APPROVED AS TO FORM
AND AL SUFFI CY
BY
A
U NNE 7qH TTON
nnTF , f%%,
TRAPEZE CONFIDENTIAL
Page 2 of 2
Client Ref. Monroe County
CONTRACT AMENDMENT #1
THIS AMENDMENT is made effective this-39aday of-5ft2002 between:
Trapeze Software Group, Inc. with its place of business at 14400 North 87'b 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:
1. Definitions
As used in this Contract Amendment #1;
"Agreement" 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 Trapezim 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 Agreement
(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 Amendment". 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 17te, 2002, attached hereto as Item #5 in Exhibit B."
(b) Add the attached "Exhibit A Amendment" to the original Exhibit A set out in the Agreement.
(c) Add the attached Summary of Proposed Pricing dated June 17'h, 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 I of 3
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 SOFTWARE GROUP, INC: MONROE COUNTY
By:
By:
Name: Eric Herrmann Name:
Title: Chief Financial Officer Title:
Monroe County Contract Amendment # I
APPROVED AS TO F R
4NDL SUFFIC
NE A ON
TRAPEZE CONFIDENTIAL
Page 2 of 3
Client Ref Monroe County
EXHIBIT A AMENDMENT
Item
Licensed Product
Product Description
Configuration
License Fee
License Date
1.
Trapeze"r-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 workstations 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 Maheze 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.
The parties agree that the above accurately reflects the Software, which is subject to the terms and
conditions outlined in the attached Amendment # 1 to the Software License Agreement, effectively made as
of June 20th, 2002.
TRAPEZE SOFTWARE GROUP, INC.
Signature:
Name:
Title:
Eric Herrmann
Chief Financial Officer
Monroe County Contract Amendment # 1
LICENSEE
Signature:
Name:
Title:
APPROVED AS FOI
SU
AND L SUFF1 Ff
B
NNE UTTON
!)RTF �EIV7IO v
TRAPEZE CON D AL
Page 3 of 3