2010/05/26 Council Agenda Packet

SOFTWARE MAINTENANCE AMENDMENT #1 THIS AMENDMENT is made effective this day of 2010 between: 1. Trapeze Software Group, Inc. with its place of business at 1360 East Via de Ventura, Suite L-200, Scottsdale, Arizona, U.S.A. 85258 ("Trapeze"); and 2. City of Everett with its place of business at 3225 Cedar Street, Everett, Washington, U.S.A. 98201, ("Licensee"). WHEREAS Trapeze and Licensee intend to amend the Software Maintenance Agreement made effective October 21, 2003 ("the Agreement"), in order to add the Trapeze ATIS SOAP Interface Software product to the scope of the Agreement. WHEREAS Trapeze and Licensee intend to add certain services to the Agreement, NOW THEREFORE Trapeze and Licensee agree as follows: I. Amendment to Agreement (a) The parties agree to the addition the Trapeze ATIS SOAP Interface Software product to the scope of the Agreement. Exhibit A-1, attached hereto, is therefore added to and incorporated within the terms of the original Exhibit A attached to the Agreement. (b) The parties agree that all maintenance fees related to the Trapeze ATIS SOAP Interface Software product shall be invoiced and paid for in accordance with Exhibit A-1, attached hereto. 2. Addition of Services to Agreement The parties agree to add the following services to the Agreement: (a) Trapeze shall upgrade Trapeze PASS version 4.61 to Version 9 in accordance with the attached Exhibit B. Trapeze shall provide training to Licensee's employees regarding the PASS 9.0 software upgrade in accordance with the attached Exhibit B. Trapeze shall provide Go Live Support in accordance with Exhibit B. The Licensee shall pay a total of $7,500 to Trapeze for the all items described under this Section 2(a), which the Licensee shall pay upon receipt of an invoice after the completion of the training and go -live services identified in Exhibit B.. (b) Trapeze shall convert the Everett Transit Trapeze Database from Oracle to Microsoft SQL in accordance with the attached Exhibit B. Trapeze warrants that this conversion will be completed in accordance with the attached Exhibit B and with the degree of skill and diligence normally used in the information technology industry in the performance of the same or similar services. At the conclusion of the conversion, Everett Transit's Trapeze Database systems must be successfully converted from Oracle to Microsoft SQL. Trapeze shall continue the conversion until it is completed. If the conversion fails, then Trapeze shall repair such failure. The Licensee shall pay a total of $6,000 to Trapeze for the all items described under this Section 2(b), which the Licensee shall pay upon receipt of an invoice after the completion of the conversion. (c) The Licensee shall reimburse Trapeze up to $2,250 for expenses in accordance with attached Exhibit B. 3. All other terms and conditions of the Agreement shall remain the same City of Everett ATIS, PASS Upgrade and Oracle Migration SMA Amendment #I Page[ of 4 106