Okaloosa County BOCC — June 2, 2015 — TRAPEZE LICENSE AMENDMENT SIGNED — reading text

CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: v/’ 04110 - &m Tracking Number: ( 5%8 - [S NO Grant Fupded: YES_____ ) -Contractor/Lessee Name? Purpos Date/Term: 1. [ GReaTer THAN $50,000 Amount; ' 2. [ 1 Greater THAN $25,000 Department: 3. [] 25,000 0R LESS Dept. Monitor Name: ‘Q&W#IL&O Document has been reviewed and includes any attachments or exhibits. Purchasing Review A . Av’fl'-"u Dat'e: ‘/?‘7 "/ 5 oanne Kublik or Sunnie Estes Risk Management Review Approved as written: 4@@% oate,_4-F 7L Risk Manhager or gnee Laura Porter or Krystal King County Attorney Review Apph roved as written: NN T Date: 5‘§~J§ unty t&rney Gregory T. Stewart or Lynn Hoshihara Following Okaloosa County approval: Contracts & Grants Document has been received: Date: Contracts & Grants Manager Client Reff OKALOOSA LICENSE AMENDMENT #2 THIS AMENDMENT is made effective this day of 2015 between: 1. Trapeze Software Group, Inc. a Delaware corporation (successor in interest to Trapeze Software Group, Inc. an Arizona corporation) with its place of business at 5265 Rockwell Drive NE, Cedar Rapids, Iowa 52402 (“Trapeze”) and Okaloosa County with its place of business at Crestview, Florida, U.S.A., (“Licensee™). WHEREAS Trapeze and Licensee intend to amend the Software License Agreement dated July 14%, 2004 and amended under License Amendment #! dated February 4, 2005 (collectively the “Agreement"), in order to add the Trapeze Standard PASS Import Utility Software product to the list of licensed products and for additional Trapeze PASS Software training services under the scope of the Agreement. NOW THEREFORE Trapeze and Licensee agree as follows: 1. Amendment to Agreement (@ (b) () @ © ® (8) The parties agree to the addition of the Trapeze Standard PASS Trip Import Utility Software product to the scope of the Agreement. Therefore, Exhibit A-2, attached hereto, replaces Exhibit A-1 of License Amendment #1 under the Agreement, in its entirety. The parties agree the Trapeze Standard PASS Trip Import Utility Software and additional PASS Software training services will be provided by Trapeze in accordance with Exhibit C-2, attached hereto. The parties agree the Trapeze Standard PASS Trip Import Utility Software license fee, implementation services fee, additional Trapeze PASS Software training services and related expenses shall be due and payable in accordance with Exhibit B-2, attached hereto. The parties agree there shall be no warranty provided by Trapeze for the Trapeze Standard PASS Trip Import Utility Software or Trapeze PASS Software training services, The parties agree to remove the Trapeze Medicaid Interface and MAPMAKER Software products from the scope of the Agreement. As a result of the removal of the Trapeze Medicaid Interface and MAPMAKER Software products pursvant to this License Amendment #2, each party releases and discharges the other from any and alt liability as it relates to the Trapeze Medicaid Interface and MAPMAKER Software products. Al remaining terms, conditions, and covenants of the Agreement remain unchanged. IN WITNESS WHEREOF, the parties have caused this amendment to be signed by their duly authorized representatives as of the date above. TRAPEZE SOETWARE GROUP, INC, OKALOOSA COUNTY By: & b By: Name: $ teve (‘\"' ' G/ ol Name: Title: $0¢ e /4’ il Title: Okaloosa License Amendment # 2 TRAPEZE CONFIDENTIAL Page 1 of 6 Client Ref: CKALOOSA EXHIBIT A-2 Item | Licensed Product Product Description Configuration Gross License Date License Fee 1. Trapeze-PASS Registration, booking, Up to 799 §77,000 Tuly 14', 2004 scheduling, dispatching trips a day Upto 15 workstations 2. | Trapeze-FLEX Up to 40 $20,000 July 14%, 2004 Vehicles 3. | Trapeze-Malteze For the purposes of Report Network Included July 14%, 2004 Database Writing only 4. | Trapeze Standard Up to 799 $12,620 Effective date of PASS Trip Import trips per day this License Utility Amendment #2 TOTAL $109,620 1. Licenses are provided for operations up to 799 trips a day, and up to 40 vehicles. 2. Third Party Runtime licenses, if required to operate the Software, are not included. 3. Proposed software solution is designed for the Windows operating environments, with an ODBC database infrastructure (the Malteze Transit Database) designed by and proprietary to Trapeze. 4. Third Party data, hardware and system/operating software are not included within the license granted under this Agreement and are not included in the License fees. 5. Upon request, Trapeze will assist in reviewing hardware specifications, however the Licensee is responsible for purchasing hardware and any other pre-requisite products. Any hardware that must be tested by Trapeze may require additional service days not included in this Agreement. 6. Any components may be operated on any of the licensed workstations within a configuration approved by Trapeze, Licenses for additional local or remote workstations may be purchased at the then current rates. Okaloosa License Amendment # 2 Page2 of 6 TRAPEZE CONFIDENTIAL Client Ref: OKALOOSA EXHIBIT B-2 [ item ..~ Software Product .- - Licenses . Services . Expenses . Discount Total | 1. BackofficeSoftware ~ . .ot $28,496 Trapeze Standard PASS Trip Import Utility $12,620 $8,400 ($2,524) $18,496 Trapeze PASS v14 Training $7,000 $3,000 $10,000 Note: 1. Pricing expires June 30, 2015, 2, Applicable taxes are not included and shall be assessed at time of Trapeze invoicing. 3. Licensee is responsible for purchase and instatlation of hardware tablet devices as per Trapeze’s approved devices. 4. Pricing assumes Software operational review and Software installation will be performed remotely. Payment Schedule for Trapeze Standard PASS Trip Import Utility Software and Services 1. 100% license fee due upon execution of this License Amendment #2 2. 100% of services fees due upon installation of Trapeze Standard PASS Trip Import Utility Software Payment Schedul ditional Trapez Training Services 1. 50% of services fees and expenses due upon execution of this License Amendment #2, 2, 50% services fees and expenses due on completion of Trapeze PASS Training Services Okaloosa License Amendment # 2 TRAPEZE CONFIDENTIAL Page 3 of 6 Client Ref: OKALOOSA EXHIBIT C-2 Statement of Work- Trapeze Standard PASS Trlp Import Utility Software The following information defines the services to be provided by Trapeze for the Trapeze Standard PASS Trip Import Utility Software for Licensee’s use, Unless otherwise indicated, Trapeze will provide ‘standard’ services (project management, operational review, testing, installation, training, etc.) as defined by Trapeze. Any special requirements will be considered a change request and processed through the change request system. In addition, it is assumed this Statement of Work will take advantage of existing Trapeze infrastructure, data sources and systems unless otherwise stated, Overview THIS IMPLEMENTATION INVOLVES THE FOLLOWING HIGH LEVEL TASKS: 1. Implementation of the Trapeze Standard PASS Trip Import Utility Sofiware at Licensee's site 2, Data field mapping and testing The key assumptions that Trapeze has employed while determining the level of effort invelved with this implementation are presented below, - Licensee must supply a copy of their input file for Trapeze to review, and assist Trapeze with mapping of the fields - The import described does not include any error checking — fields are imporied straight into the database as mapped. - Trapeze is not responsible for any data corruption as a result of the database inserts. Trapeze Implementation Services The specific implementation services below will be provided by Trapeze. All implementation services, materials and training will be provided in English, unless otherwise stated. Any services not explicitly defined below are not included in this Statement of Work and will incur additional charges. The Trapeze technical resource will complete the following tasks; =« Data will be imported from the source file supplied by Licensee, Basic data mapping from the source file to the database will be performed. = The import will be configured to run on-demand. » Client data will be added for new clients, updated clients and clients that need to be marked as inactive. = After the initial import is developed, testing will be done to ensure the import is working as designed, and clients are being correctly imported according to the data map. Okaloosa License Amendment # 2 TRAPEZE CONFIDENTIAL Page 4 of 6 Cliemt Ref: OKALOOSA EXHIBIT C-2 Statement of Work- Trapeze PASS vi4 Tralnlng Services The following information defines the services to be provided by Trapeze for PASS v14 training services for Licensee. Unless otherwise indicated, Trapeze will provide ‘standard’ training services. In addition, it is assumed this Statement of Work will take advantage of existing Trapeze infrastructure, data sources and systems unless otherwise stated. Overview The training services involve the following high level tasks: 1. Up to 4 days of on-site training services 2, Upto 1 day of project management services including off-site preparation The key assumptions that Trapeze has employed while determining the level of effort involved with the training services are presented below. - Ifrequested by Trapeze, Trapeze must provide a copy of its database prior to on-site visit - Trapeze must disseminate praject status to the internal project team including project sponsors ~ Trapeze must schedule required internal resources and personnel to be available to support the activities in the Detailed Scope section of the SOW ' - Expenses are based on one (1) on-site visit for one (1) resource Detailed Scope Description: The specific training services below will be provided by Trapeze. All training services and materials wili be provided in English, unless otherwise stated. Any services not explicitly defined below are not included in this Statement of Work and will incur additional charges. Trapeze will provide one (1) technical resource to be onsite for up to four (4) eight (8) hour days. Scheduling for the onsite labor shall be as agreed upon by both parties. The specific list of topics to be covered on each of the four (4) days will be discussed and agreed upon by both parties ahead of the onsite visit. Trapeze will assist the Trapeze in ensuring the agenda can be covered in the time allotted. A suggested list of topics can be found below: o New Features in Trapeze PASS v14 « Navigating Trapeze PASS (Menus & Shortcuts) ¢ Booking e Trip Admin e Clients Okaloosa License Amendment # 2 TRAPEZE CONFIDENTIAL Page 5 of 6 Client Ref: OKALOOSA ¢ Date intervals e Location Management * Wizards and Shortcuts e Schedule Editor * Dispatching ¢ Building Daily Schedules ¢ Billing s Reports The training sessions can be attended by up to six (6) of Trapeze's employees. TRAINING ENVIRONMENT The training environment should include: * Networked computer for each trainee, connected to the test system ® White board and markers * LCD projector If the items above are not available, Trapeze will work with Licensee to identify altemative arrangements. Note: Trapeze is free to record any training provided by Trapeze to be used solely for its internal business purposes. Okaloosa License Amendment # 2 TRAPEZE CONFIDENTIAL Page 6 of 6