HomeMy WebLinkAboutTrapeze Software Group, Inc dba Vontas - 1st Amendment agreement dated 04.28.22 - 04.28.22L/UUU,D1y1I CIIVCIUyt: IL). -tau"rUO-U/1/ /---FL/OJ-OGOL-OUJ000444UyJ
FIRST AMENDMENT
TO PRODUCT PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (Amendment) made and entered the day of
April 28, 2022 (Effective Date), amends the Agreement entered into between the CITY OF
FRESNO, a California municipal corporation (City), and TRAPEZE SOFTWARE GROUP,
INC., dba VONTAS a Delaware Corporation (Contractor).
RFrITAI S
WHEREAS, the City and the Contractor entered into a Product Purchase Agreement
on April 28, 2022 (Agreement), to upgrade and expand the TransitMaster CAD/AVL suite of
products, add software licenses and equipment, and obtain maintenance service for new
hardware and software (Project); and
WHEREAS, the parties have negotiated a revised Statement of Work with a reduction
in tasks and related reduction of the total fee for the Contractor's compensation for services
related to the Project as set forth in the attached Exhibit A; and
WHEREAS, this Amendment will be administered for City by its Director of
Transportation (Administrator) or designee.
AGREEMENT
NOW, THEREFORE, the parties agree that the Agreement be amended as
follows:
1. The Statement of Work is modified to eliminate Items 5 and 6 listed in
Exhibit A Product Summary List (Page Al of the Agreement).
2. The Contractor's price schedule and payment milestones on
ATTACHMENT A TO EXHIBIT A Price Schedule and Payment Milestones (Page A-3 of
the Agreement) are amended to remove INFO-IVR and PASS-IVR, INFO-VR & PASS-
IVR (Spanish Translations), VoIP (Separate option upon NTP); Long -Term Maintenance
(INFO-IVR & PASS-IVR) (Page A9 of the Agreement).
3. The amended Statement of Work is attached hereto as Exhibit A and
incorporated by reference herein.
4. The total compensation for this work is reduced by $330,096 for elimination
of listed products, as referenced in Exhibit A. The revised Product Purchase Agreement
total amount is $2,515,748.
5. The aggregate liability and responsibility in Exhibit F, Section 7.6 shall be
decreased to $2,515,748.
6. Except as otherwise provided herein, the Agreement remains in full force
and effect.
[SIGNATURES FOLLOW ON NEXT PAGE.]
1
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IN WITNESS WHEREOF, the parties have executed this Amendment at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
A California municipal corporation
rDocuSigned by:
By: 111
qu" $ 6/9/2023
GREGORVA. BARFIELD
Assistant City Manager & Interim
Director of Transportation
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
�OocuSignca hy:
�V, Ctw 6/12/2023
Brandon M. Collet Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
[NnuSig"d by:
By: -ram llbL. 6/12/2023
r� Date
Deputy
Attachment: Exhibit A — Statement of Work
TRAPEZE SOFTWARE GROUP, INC.
doing business as VONTAS
A California corporation
0 Sigmud by:
}?b� ,bya's 6/9/2023
By. a
Name: Rod Jones
Title: General Manager
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
f � Docugigned by:
G{ dff au'u , 6/7/2023
By: llIff
Name: Geoff Allan
Title: Chief Financial Officer
(If corporation or LLC., CFO., Treasurer,
Secretary or Assistant Secretary)
nocu5fg..d by:
Reviewed by: ��- SL 6/7/2023
Name: Arlene English, MSL, MBA
Title: Contract Mgr. Trapeze Software Group, Inc.
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Exhibit A
First Amendment to Agreement between the City and Contractor
Revisions to Statement of Work and Price Schedule
The City and the Contractor agree to the following amendments to the Statement of Work
in the Product Purchase Agreement and shall comply with such requirements as herein
amended:
The City will not exercise the option for Voice over Internet Protocol (VoIP) and has
provided the Contractor with notice within 60 days of NTP (Page G27).
2. The Contractor is unable to provide the City with the requirements of Automated
Speech Recognition (ASR) for implementation of INFO-IVR and PASS-IVR; therefore,
INFO-IVR and PASS-IVR, Spanish Translations and Long -Term Maintenance will not
be implemented under this contract.
Item# I Item
Name
1 VoIP
2 INFO-IVR & PASS-
IVR
3 INFO-IVR & PASS-
IVR (Spanish
Translations)
4 INFO-IVR & PASS-
IVR Maintenance —
Year 1
5 INFO-IVR & PASS-
IVR Spanish
Maintenance — Year 1
Cost Impact of Changes
Description of Change Reason for Change Cost
Requested Requested Impact of
FAX chose not to implement Not a necessary item for FAX
this optional solution within
60 days of NTP
Remove INFO-IVR & PASS- VONTAS cannot provide FAX the
IVR from contract required elements to implement
Remove INFO-IVR & PASS-
IVR (Spanish Translations)
Remove INFO-IVR & PASS-
IVR Long -Term
Maintenance
Remove INFO-IVR & PASS-
IVR Spanish Long -Term
Maintenance
Total of credits to Product Purchase Agreement
this product
No need for this without INFO-IVR
and PASS-IVR
No longer purchasing the module
and therefore no need for
maintenance
No longer purchasing the module
and therefore no need for
maintenance
($6.
($183,802)
($32,577)
($43,554)
($4,305)
($330,096)
Revised Product Purchas Agreement Value $2.515.748