HomeMy WebLinkAboutTRAPEZE SOFTWARE GROUP AGREEMENT AMENDMENT #1 TO AMENDMENT #1 MAINTENANCE AGREEMENTAMENDMENT R
to
SOFTWARE LICENSE AGREEMENT
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THIS AMENDMENT is made effective this day o _ X009 between:
Trapeze Software Group, Inc. with its principle place of business at 8360 East Via de Ventura,
Scottsdale, Arizona 85258, ( "Trapeze's; and
2. Augusta, Georgia, a political subdivision of the State of Georgia ( "Licensee') with its place of
. business at 530 Greene Street, Augusta, GA U.S.A., 30901
WHEREAS Trapeze and Licensee intend to amend the Software License Agreement made effective on
September 13, 1999 ( "the Agreement "), in order to authorize Trapeze to license and provide certain
services relating to the addition of the Trapeze PASS -IVR Confirm/Cancel Callbacks Software product to
the scope of the Agreement.
NOW THEREFORE Trapeze and Licensee agree as follows:
Amendment to Agreement
(a) The parties agree that the Trapeze PASS -IVR Confirm/Cancel Callbacks Software product is
added as a licensed 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 to the
Agreement.
(b) The parties agree that all license fees, services fees, and expenses related to addition of the
Trapeze ?ASS -IVR Confirm/Cancel Callbacks Software product shall be invoiced and paid for
exclusively in accordance with the Project Budget and Statement of Work attached hereto as
Exhibit B -1.
(c) The following terms shall replace the terms of paragraph 4 specifically relating to the Trapeze
PASS -IVR Confirm/Cancel Callbacks Software product under the Agreement:
Trapeze warrants the Trapeze PASS -IVR Confirm/Cancel Callbacks Software product will
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 defect in the
Trapeze PASS -IVR Confirm/Cancel Callbacks Software product that is brought to Trapeze's
attention within a period of ninety (90) days from the production ready date of the Trapeze
PASS -IVR Confirm/Cancel Callbacks Software product. For the Voice Genie Gateway third
party product, a software component imbedded in the Trapeze PASS -IVR Confirm/Cancel
Callbacks Software product, Trapeze will correct any defects in the Voice Genie Gateway third
party product within a period pf ninety (90) days from the production ready date of the Voice
Genie Gateway third party product.
(d) The terms of Section 8 of the Agreement shall not apply for the purchase of the Trapeze
PASS -IVR Confirm/Cancel Callbacks Software product by Licensee.
(e) The parties agree to the additional third party license terms and conditions applicable to the
licensed use by Licensee of the Voice Genie Gateway third party product, imbedded in the
Trapeze PASS -IVR products, attached hereto as Exhibit C -1.
(f) All remaining terms, conditions, and covenants of the Agreement remain unchanged.
Augusta SLA Amendment #1 TRAPEZE CONFIDENTIAL
Page 1 of 10
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized
representatives as of the date above.
TRAPEZE SOFTWARE GROUP, INC: AUGUSTA, GEORGIA /
By. By: vC
Name: Brian Beattie Name:
Title: Chief Financial Officer
Title:
a d
ti
Augusta SLA Amendment #1 TRAPEZE CONFIDENTIAL
Page 2 of 10
EXHIBIT A -1
Licensed Product
Description
License Date
Trapeze PASS -IVR Confirm/Cancel
Callbacks (8 Ports)
Base Station
Effective date of this
Amendment
Notes:
1. Licenses are provided for operations of up to 173 average weekday booked trips.
2. PASS -IVR in English. Translations for second languages are the responsibility of Licensee.
3. Third Party Runtime licenses, if required, to operate the proposed applications are not included in
prices listed above.
Augusta SLA Amendment #1
TRAPEZE CONFIDENTIAL
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EXHIBIT B -1
2.0 Project Budget & Statement of Work
2.1 Overview
Trapeze will provide implementation services to bring the Trapeze- PASS -IVR system into the
production environment. The following information describes:
1. The budget for the project and associated payment schedule.
2. The products to be implemented.
3. The services to be provided by Trapeze and the duration of the project.
4. The resource requirements and tasks that Augusta will be required to complete to support
the implementation.
This document describes all the deliverables for this project and represents Trapeze's commitment to
Augusta Transit as it relates to the implementation of PASS -IVR. Any assumptions or commitments
not described or referenced in this document should be assumed `out -of- scope' unless otherwise
indicated here within.
2.2 Project Budget
The following table presents the budget for the above mentioned product.
US ($)
Category
IVR Confirm/Cancel and Call
Backs
Licenses
30,730
Services
48,000
Voice Gateway
20,400
Expenses*
7,200
Discounts
(9,219)
Grand Total (excluding nixes)
97,111
*Expenses for project are approached as a not to exceed number.
The costs presented above include a thirty (30) percent discount to total license costs.
Augusta SLA Amendment #1
TRAPEZE CONFIDENTIAL
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2.2.1 Training and Go -Live Support
The table below identifies the maximum number of days that will be provided for training and go-
live support.
Category
IVR Confirm/Cancel and Call
Backs
Training + Off -site
8
Go -Live Support
3
2.2.2 Expenses
Category
IVR Confirm/Cancel and Call Backs
Trips
3
On -Site Days
12
2.2.3 Payment Schedule
The schedule presented below will be applied, as they are implemented.
Category
% of Total Contract
Execution of Agreements
20
Demonstration of SCMTD Call Flows
20
Software Installation
20
Production Read (2)
20
Acceptance (30 days after Production Read)
20
Notes:
(1) Payment milestone reached once training has been delivered as outline in the operational
review.
(2) Production ready will be achieved when the following milestones have been completed.
a. System installed
b. Users trained
Augusta SLA Amendment #1 TRAPEZE CONFIDENTIAL
Page 5 of 10
c. Data development complete
2.2.4 Support
Support will be due 90 days from transition of software to a production ready state as defined in
section 2.2.3 above.
Category
IVR Confirm/Cancel and Call
Backs
Year 1
10,226
Year 2
10,737
2.3 Products
Trapeze will implement the modules identified below.
■ Paratransit Trip Confirmation and Cancellation
■ Paratransit Call Backs (reminderstalerts)
The product will provide the functionality described in section 2.5 of this document and the
associated user manuals.
2.4 Licensing
The product is licensed to Augusta Transit's demand response operations of up to 173 average
weekday booked trips. With Augusta Transits current volume of paratransit trips, the licenses for
voice gateway lines included in the PASS - IVR- Confirm/Cancel and Call Backs should be sufficient to
support. The specifics concerning the gateway licensing for each module is presented in section 2.2,
above.
2.5 Functionality
The system will provide the functionality as defined within the Trapeze user manual. Any
modifications or changes to the `off - the -shelf system will require:
1. A change order outlining the required functionality and the impact this will have on the
agreed upon project and,
2. A specification detailing the required changes.
Any changes to the 'off-the-shelf' ystem may result in additional costs.
2.6 Proposed Services
The following section defines the services to be provided by Trapeze for the project and the
minimum participation required from Augusta Transit.
Augusta SLA Amendment #1
TRAPEZE CONFIDENTIAL
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Unless otherwise indicated, Trapeze will provide `standard' services (project management,
operational review, testing, installation, training) as defined by Trapeze. Any special requirements
will be considered a change request and processed through the change request system describe above
(Products).
Note:_ It is assumed that Augusta Transit will upgrade to the latest version of PASS prior to the installation
of the PASS -IVR. This will be coordinated by the Trapeze Project Manager.
2.6.1 Trapeze
■ Project management and off -site support for up to three (3) months from first
meeting/conference call with the Trapeze project manager.
■ The Trapeze project manager will provide bi- weekly (every two weeks) reports to the
Augusta project manager. These reports will be based on Trapeze standards and will
include: project team information, current status and next steps.
■ Participation in an off -site operational review (including write up). One revision will be
made to the initially delivered operational review write up. The document will be based on
the Trapeze standard operational review document.
• Factory acceptance testing of the PASS -IVR for Augusta.
• Call flow creation for IVR system. The call flows employed will be based on our 'off-the-
shelf' flows for Confirm/Cancel and Call Backs. These will be provided to Augusta Transit
to review during the operational review phase. Augusta will have the opportunity to make
minor changes to the call flows during the operational review phase. Note: The project
budget accounts for up to two (2) revisions to the call flows. Any changes after the second
round may be subject to additional costs.
• Installation, configuration and integration of PASS -IVR at Augusta.
• Administrative training of up to four (4) Augusta Transit staff. The initial modules to be
implemented (confirm/cancel and call backs) will include training for the creation of voice
recordings. Subsequent training will focus on the administration of each module. The
budgeted days of training for each module are presented in the project budget, below.
• Go -live support may include services such as: support for transitioning product to
production environment, last minute configuration questions, etc. The budgeted days of
training for each module are presented in the project budget, below.
2.6.2 Augusta Transit
■ Assign the required resources with the appropriate amount of time to dedicate to the
project. The table below identifies the resources required, the estimated dedication to the
project and their key responsibilities as they relate to the project.
■ Execution of the Trapeze license and maintenance amendments prior to project
commencement.
Augusta SLA Amendment #1 TRAPEZE CONFIDENTIAL
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■ Procure and install required hardware for PASS -IVR (identified in attachment 3) to a
`ready state' (i.e. configured, connected to network, connectivity to PASS, base software
installed (Windows, etc.).
■ Attend training as required.
■ Payment of Trapeze invoice in a timely fashion (15 days from milestone completion).
Resource Table
The table below identifies the required resources, their roles and the expected time dedication for the
duration of the project. It is possible for a single employee to assume more then one role for the
project.
Resource
Description
Time
Dedication
Tasks
Project Manager
The project
50% of time for
manager
duration of
o Coordinate all resources from Augusta
coordinates all
project.
Transit
efforts between
o Coordination of conference calls and
Augusta Transit
meetings, as required.
and Trapeze.
o Prepare training facilities
o Coordinate training sessions.
o Coordinate approval of IVR call flows and
scripts.
o Coordinate completion of user acceptance
testing.
o Payment of Trapeze invoice in a timely
fashion (30 days from milestone
completion).
Subject Matter
Someone with
50% of time for
Expert
intimate
duration of
o Participation in the completion of the
knowledge of
project.
operational review
the August
o Participation in the creation of IVR call
Transit
flows and scripts.
operations
o Participation in all training sessions
o Assist PM with completion of user
acceptance testing.
Augusta SLA Amendment #1
TRAPEZE CONFIDENTIAL
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Resource
Description
Time
Tasks
Dedication
System
25% of their
Administrator
time for the
o Procure and configure system hardware to a
duration of the
`Trapeze Ready State' (i.e. operating system
project.
and RDBMS system installed, connected to
network, servers and workstations
configured, etc.)
o Participate in System administration
training.
Testers
Responsible for
25% of their
user acceptance
time during the
o Execute user acceptance testing.
testing
testing phase of
the project.
End Users
50% of their
time during the
o Participate in end user training.
training and
transition phase
of the project.
Augusta SLA Amendment #1
TRAPEZE CONFIDENTIAL
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EXHIBIT C -1
Required Voice Genie Gateway Terms Relating to Third Party Software included in
Trapeze IVR Voice Genie Gateway (VG)
1. Technical Specifications
- 8 Ports English
- Touch Tone Input & Recorded Speech
Output
- Gateway upgrade to support TTS
- TTS (Text -to- Speech) - First Language
2. Use of Software Licensee agrees not to: (i) modify, port, translate, localize, or create derivative
works of the IVR Voice Genie Gateway (VG) software application; (ii) decompile, disassemble,
reverse engineer or attempt to reconstruct, identify or discover any source code, underlying
ideas, underlying user interface techniques or algorithms of the IVR Voice Genie Gateway (VG)
software application by any means whatever, or disclose any of the foregoing; (iii) sell, lease,
license, sublicense, copy, market or distribute the IVR Voice Genie Gateway (VG) software
application; (iv) knowingly take any action that would cause the Trapeze IVR Voice Genie
Gateway (VG) software application to be placed in the public domain or (v) distribute any batch
or off -line processing of content using the IVR Voice Genie Gateway (VG) software application,
except by payment of the applicable port fees or use any delivered speech data files except in
connection with the IVR Voice Genie Gateway (VG) software application.
3. Acknowledgment of Proprietary Materials: Limitations on Use. Trapeze represents and, based
on that representation, Licensee acknowledges, that the IVR Voice Genie Gateway(VG) software
application and the Documentation are protected by the intellectual property laws of the United
States and other countries, and that they embody valuable confidential and trade secret
information of Trapeze or its licensors and/or suppliers. Licensee agrees to hold them in
confidence and agrees not to use, copy, or disclose, nor permit any of its personnel to use, copy or
disclose the same for any purpose that is not specifically authorized under this Agreement.
Licensee agrees that Trapeze's licensors and suppliers are intended third party beneficiaries of
the provisions hereof.
4. LIMITATION OF LIABILITY. THE LIABILITY OF TRAPEZE (INCLUDING ANY
LIABILITY OF ITS LICENSORS AND SUPPLIERS) TO LICENSEE AND ITS OFFICERS,
VALUE ADDED RESELLERS AND EMPLOYEES FOR ANY CLAIM ARISING FROM THE
LICENSED USE OF THE IVR VOICE GENIE GATEWAY (VG) SOFTWARE
APPLICATION, REGARDLESS OF THE FORM OF ACTION (INCLUDING, BUT NOT
LIMITED TO ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT
LIABILITY, RESCISSION AND BREACH OF WARRANTY) WILL NOT EXCEED THE
LESSER OF (A) THE AGGREGATE FEES ACTUALLY PAID TO TRAPEZE UNDER THIS
AGREEMENT, OR (B) THE ACTUAL DAMAGES SUSTAINED BY LICENSEE.
5. CONSEQUENTIAL DAMAGES In no event shall Trapeze OR ITS SUPPLIERS be liable for any special, indirect or
consequential damages, including, but not limited to, loss of revenues and loss of profits, even if Trapeze or its suppliers have
been advised of the possibility of such damages.
Augusta SLA Amendment #1
TRAPEZE CONFIDENTIAL
Page 10 of 10
AMENDMENT #1
to
SOFTWARE MAINTENANCE AGREEMENT
THIS AMENDMENT is made effective this L2— day of ' .' D14V between:
1. Trapeze Software Group, Inc. with its place of business at 8360 East Via de Ventura, Scottsdale,
Arizona, 85258, ( "Trapeze "); and
2. Augusta, Georgia, a political subdivision of the State of Georgia ( "Licensee ") with its place of
business at 530 Greene Street, Augusta, GA U.S.A., 30901.
g
WHEREAS Trapeze and Licensee intend to amend the Software`l tcens Agreement made effective on
September 13, 1999 ( "the Agreement "), in order to reflect the addition of software support services as a
result of the addition of the Trapeze PASS -IVR Confirm/Cancel Callbacks Software product to the scope of
the Agreement.
NOW THEREFORE Trapeze and Licensee agree as follows:
Amendment to Agreement
(a) The parties agree that the Trapeze PASS -IVR Confirm/Cancel Callbacks Software product is
added as a licensed 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 to the
Agreement.
(b7 Trapeze and Licensee agree that the first year maintenance fees associated with the licensed use
of the Trapeze PASS =IVR Confirm/Cancel Callbacks Software product will become due and
payable upon completion of the ninety (90) day warranty period provided for in the
corresponding Amendment #1 to the Software License Agreement and in accordance with
Exhibit A -1, attached hereto. All future maintenance fees will be paid annually in advance upon
the commencement of the then current maintenance year. Notwithstanding the foregoing,
warranty for the Voice Genie Gateway third party product shall commence upon the production
ready dAte of the Voice Genie Gateway third party product.
(c) All 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 SOFTWARE GROUP, INC: AUGUSTA, G RG
By: !/ By:
Name: Brian Beattie Name: � �� 1� S �
Title: Chief Financial Officer Title: (4 A Y 0�--
1
Augusta SMA Amendment #1
TRAPEZE CONFIDENTIAL
Page 1 of 2
EXHIBIT A -1
Category
IVR
Confinn/Cancel
and Call Backs
Year 1
10,226
Year 2
10,737
*Maintenance fees shall be due ninety (90) days from the installation of each module at Augusta
Public Transit. Installation will be confirmed via a demonstration of the base functionality. For all
subsequent annual renewals, the annual maintenance fee will be subject to the license fee based on
the number of average weekday booked trips as carried out by Licensee at the maintenance
anniversary date, multiplied by the licensee fee percentage.
Augusta SMA Amendment #1
TRAPEZE CONFIDENTIAL
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