2009/12/09 Council Agenda Packet

h (i) Trapeze will maintain the Trapeze Software so that it operates in conformity, in all material respects, with the descriptions and specifications for the Trapeze Software set out in the Documentation and the System Specifications. (ii) If Customer detects any errors or defects in the Trapeze Software,Trapeze will provide reasonable support services through a telephone software support line, available twenty-four(24)hours per day. Upon registration by Customer, Trapeze will also provide Customer with access to its support website. (iii) Trapeze will provide written updates to Customer detailing the Upgrades of the Trapeze Software and New Products. (iv) At Customer's request, Trapeze shall provide Customer with Upgrades of the Trapeze Software at no additional charge. (v) Customer shall be entitled to acquire a license to New Products for Trapeze's then current license fees.Upgrades and New Products will be provided with updated Documentation where available and appropriate. Trapeze Software shall be fully supported by Trapeze for at least five(5)years after the expiration of the applicable warranty period as described under Sections 5(a) and 5(b) of this Agreement. In no event will Customer be required to purchase new products in order to maintain the functionality fo the Trapeze Software during such five(5)year period. b) Trapeze Equipment: Commencing upon the expiry of the applicable warranty period and continuing for a period of up to (3) years, Trapeze agrees to provide the following maintenance and support services: If a unit of the Trapeze Equipment is confirmed by the Customer through testing to fail to perform in accordance with the System Specifications, Customer must ship the defective unit to the Trapeze ITS business address for confirmation of the defect, at which time a replacement unit shall be shipped by Trapeze to the Customer's place of operations. Should the Customer request any on-site maintenance services,Trapeze reserves the right to charge its standard applicable service fees and expenses related to such services. c) Exclusions The parties agree that the above maintenance services shall not apply to include maintenance of Third Party Equipment, and Trapeze shall be under no obligation to provide any maintenance services to the Customer with respect to such Third Party Equipment. The parties further agree that the above maintenance services shall not include services which may be required to identify or correct errors, defects or performance issues in the Trapeze Software or the Trapeze Equipment which are caused by the actions or omissions of the Customer, its employees, contractors or vehicle riders. 8. Payment of Maintenance Fees Commencing upon the expiry of the applicable warranty period, Customer shall pay the annual maintenance fees to Trapeze as provided in Exhibit F.These fees shall be subject to change as set out in Exhibit F. Customer shall issue a Purchase Order annually specifying the amount set forth in the Trapeze invoice for maintenance services in accordance with Exhibit F. The Purchase Order shall be governed by the terms and conditions of this Agreement. In the event that the Customer wishes to terminate the maintenance services to be provided under this Agreement, Customer must provide Trapeze with no less than ninety (90) days written notice of such termination, in which case this Agreement terminates ninety(90) days after delivery of such notice or such later date as may be stated in the notice. The applicable maintenance fees will remain payable for the time period between delivery of the notice of termination and the date of termination of this Agreement. Trapeze may suspend provision of any maintenance services during any period of time during which the applicable maintenance fees remain unpaid by Customer. City of Everett Everett,Washington Page 5 of 20 2009 Trapeze Proprietary and Confidential 18