AMENDMENT NO 2 RE SUMTOTAL SYSTEMS AGREEMENT.PDF

Amendment Number 2
This Amendment No. 2 ("Amendment") is effective as of September 15, 2013 ("Amendment Number 2 Effective Date"),
is made and incorporated into Contract 10077-SS(hereafter "Agreement") dated September 15, 2010 between
SumTotal Systems LLC a Delaware limited liability company, with an address for the purposes of this Amendment at
2850 Northwest 43rd Street, Ste 200, Gainesville, FL 32606-6966 ("SumTotar, "we" or "us") and Maricopa County of
Arizona. In the event of a conflict between this Amendment and the Agreement, this Amendment shall govern.
This Amendment incorporates the following into the Agreement.
1. Existing Software Components and Users
Customer hold licenses under the Agreement for an existing number of Seats ("Existing Number of Seats') as
stated in Table One below.
Table One —Existing Confiouration
Software Modules No. of Existing Current Maintenance Services
Seats: Term:
Pathlore LMS 16,000 June 30, 2011 to September
14, 2013
2 Support and Maintenance Renewal
Customer hereby renews Maintenance Services for the Existing Seats for a term beginning on September 15,
2013 and concluding on September 14, 2016 ("Additional Maintenance Services Term"). Payment for the
Additional Maintenance Services Term for the Existing Seats shall be made in a series of incremental payment
periods (Payment Period(s)"), as stated in Table Two below.
Table Two — Additional Maintenance Services Term for the Existing Seats
Maintenance Service: Payment Period Dates: Maintenance Service Fees:
First Payment Period September 15, 2013 through September 14, $65,395.44
2014
Second Payment Period September 15, 2014 through September 14, $69,319.16
2015
Third Payment Period September 15, 2015 through September 14, $73,478.31
2016
Total September 15, 2013 through September 14, $208,192.91
2016
*Note: At the conclusion of the Additional Maintenance Services Term, Maintenance Services will
renew for an additional Subscription Services term unless Customer provides thirty (30) day notice of
non-renewal.
3. Syntrio Courseware Subscription
Customer hereby purchases licenses for 10 Syntrio courses, as described in Exhibit A to this Amendment, for
installation onto Customers environment for access by 1,600 of Customers Existing Seats as stated in Table
Three below.
Table Three —Svntrio Courseware
Software Modules No. of Seats: Initial Subscription Term: Total Fees for first
12-month period
Syntno Courseware 1,600 September 15, 2013 through $16,000.00
September 14, 2016
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Payment for the Initial Subscription Term for the Syntrio Courseware shall be made in a series of incremental
payment periods (*Payment Period(s)"), as stated in Table Four below.
Table Four—Maintenance Services Term for the Syntrio Courseware
Maintenance Service: Payment Period Dates: Maintenance Service Fees:
First Payment Period September 15, 2013 through September 14, $16,000.00
2014
Second Payment Period September 15, 2014 through September 14, $16,960.00
2015
Third Payment Period September 15, 2016 through September 14, $17,977.60
2016
Total September 15, 2013 through September 14, $50,937.60
2016
*Note: At the conclusion of the Initial Subscription Term, the courseware Subscription will renew for an
additional Subscription term unless Customer provides thirty (30) day notice of non-renewal.
4. Effect Upon Termination of Syntrio Courseware Subscription
In the event Customer elects to not-renew the Syntrio courseware subscription, or the Syntrio courseware
subscription is terminated for any reason, Customer must certify that all Syntrio courseware has been removed
from Customer's environment and is no longer in use.
5. Payment Terms
Upon execution of this Amendment, SumTotal will invoice Customer in the amount of $81,395.44 (comprising
of the Maintenance Services Fees for the first Payment Period set forth in Section 2 above and the Syntrio
Courseware Subscription Fees for the First Payment Period set). Unless explicitly noted otherwise, all prices
provided herein are denominated in the currency of the United States of America ($ or USD).
Sum Total will invoice Customer and Customer shall pay the fees set forth herein at the following address.
SumTotal will send Customer the additional license keys, if applicable, to the following address.
Address: 301 S. 4th Ave., Suite 200
Phoenix, AZ 85003
Attn. Barbara White
Tel No. 602-506-5203
e-mail: bwhite@mail.maricopa.goy
6. Unless specifically changed or added herein, all other terms and conditions in the Agreement will remain in full
force and effect and can only be modified in writing and signed by both parties.
This Amendment, and the Agreement, along with any prior amendments and statements of work, contains our
entire agreement. The Agreement may not be modified except by written instrument signed by both parties and
referring to the particular provisions to be modified.
In witness whereof, and intending to be legally bound hereby, the duly authorized representatives of Customer
and SumTotal have executed this Amendment on the date shown below.
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MARICOPA COUNTY SUMTOTAL SYSTEMS LLC
By: By:
Authorized Signature Authorized Signature
Printed Name/Title Printed Name/Title
Dated: Dated:
Signature page to Amendment Number 2 between SumTotal and Maricopa County
Please fax the signed document in its entirety to: Attn: SumTotal Systems LLC, Revenue Contracts at
1.904.212.1791. SumTotal will return one fully executed copy to you
Exhibit A
Licensed Syntrio Courseware
Courses:
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Chemical Safety (HAZCOM)
Blood Borne Pathogens
Confined Spaces
Defensive Driving
Fall Protection
Fire Extinguisher Safety
Hearing Conservation
Hazardous Energy Control
Respiration Protection
Personal Protective Equipment: General Overview
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