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CITY <br /> CONTRACT AMENDMENT #5 <br /> THIS AMENDMENT is made effective this 19 day of August 2019 between: <br /> Trapeze Software Group,Inc.a Delaware corporation(successor in interest to Trapeze Software Group, <br /> Inc.an Arizona corporation)dba TripSpark Technologies with its place of business at 5265 Rockwell Drive <br /> NE,Cedar Rapids,Iowa 52402("Trapeze"or"TripSpark"); <br /> and <br /> City of Everett with its place of business at 3225 Cedar Street,Everett,Washington,U.S.A. <br /> 98201("Customer"). <br /> WHEREAS TripSpark and Customer intend to amend the System Supply and Support Agreement made <br /> effective December 16,2009,amended by Amendment No. 1,Amendment No. 2, Amendment No. 3,and <br /> Amendment No. 4 (collectively the "Agreement") in order to reflect the replacement of TripSpark PASS- <br /> MDC Software with TripSpark Ranger Mobile (Paratransit), XGate (Paratransit), XMobile Manger <br /> (Paratransit), FASTNAV (Paratransit) Software products, and to add TripSpark Ranger Equipment units, <br /> Ranger Programming and Ranger Training kits to the scope of the Agreement. <br /> NOW THEREFORE TripSpark and Customer agree as follows: <br /> 1. Amendment to Agreement <br /> (a) The parties agree the TripSpark PASS-MDC Software shall be replaced with the TripSpark <br /> Ranger Mobile (Paratransit), XGate (Paratransit), XMobile Manger (Paratransit), FASTNAV <br /> (Paratransit)Software products under the scope of the Agreement. <br /> (b) The parties agree the Customer's license rights of use for the TripSpark PASS-MDC Software <br /> shall be terminate in all respects, upon Customer's acceptance of the TripSpark Ranger Mobile <br /> (Paratransit), XGate (Paratransit), XMobile Manger (Paratransit), and FASTNAV (Paratransit) <br /> Software products,pursuant to the provisions of Section 4-(a)Phase 1 (Acceptance Procedure) <br /> of the Agreement. Upon such acceptance, and successful completion of the pilot and roll-out <br /> listed in Exhibit E4, TripSpark shall have no further obligations or liability to Customer for the <br /> TripSpark PASS-MDC Software. <br /> (c) The parties agree to the addition of twenty-nine (29) TripSpark Ranger 4.4 Equipment units, <br /> two (2) Ranger Programming kits and one (1) Ranger Training kit to the scope of the <br /> Agreement. <br /> (d) The parties agree that TripSpark shall provide implementation Services in accordance with the <br /> Statement of Work,attached hereto as Exhibit E-4. <br /> (e) The parties agree all, implementation Service fees, Equipment fees, Ranger Programming and <br /> Training kits,shall be invoiced and paid in accordance with the Summary of Pricing attached as <br /> Exhibit C-4,hereto. <br /> (f) Customer shall continue to pay ongoing annual,then current Software maintenance fees for the <br /> TripSpark PASS-MDC Software up until acceptance of the TripSpark Ranger Mobile <br /> (Paratransit), XGate (Paratransit), XMobile Manger (Paratransit), and FASTNAV (Paratransit) <br /> Software products in accordance with Section 1 (b) above. Thereafter, Customer shall pay <br /> ongoing annual,then current Software maintenance fees for the(Paratransit)Software products. <br /> (g) The parties agree that Section 7 (b) ("Maintenance Services for Equipment") shall not be <br /> applicable unless Customer purchases an extended warranty. Accordingly, Customer shall have <br /> City of Everett <br /> Contract Amendment#5 <br />