1 325049v1
THIRD AMENDMENT TO AGREEMENT
This THIRD AMENDMENT TO AGREEMENT (Amendment) made and entered into as of this____ day of ___________, 2024 (Effective Date), amends the Agreement entered into by and between the City of Fresno, a California municipal corporation (City), and Superion LLC, now known as CentralSquare, a Delaware limited liability company (Provider)
RECITALS
WHEREAS, On June 13, 2019, Council appr oved a Solutions Agreement with Superion LLC (Now CentralSquare) to renew annually for 5 years; and WHEREAS, City and Provider entered into an agreement dated April 1st, 2019, (the Agreement) to December 31st, 2023, for compensation not to exceed $225,000; and WHEREAS, City and Provider previously amended the Agreement on January 21st, 2020, to change the payment terms and fee schedule; and WHEREAS, City and Provider previously amended the Agreement on January 3rd, 2024, to extend between January 1st, 2024, and December 31st , 2024, for compensation not to exceed $234,551.88; and
WHEREAS, City and Provider now desire to amend the Agreement to extend between January 1st, 2025, to December 31st, 2025, for compensation not to exceed $250,970.51, and include the option to renew the Agreement for three additional one-year extensions; and
WHEREAS, with entry into this Agreement, the Provider agrees it has no claim, demand, or dispute against the City.
AGREEMENT
NOW, THEREFORE, the parties agree that the Agreement be amended as follows:
1. The recitals of this Amendment are incorporated and made a part of the Agreement.
2. Provider shall provide the services as described in Attachment A , attached hereto and incorporated herein by reference.
3. The term of the Agreement shall renew on January 1st, 2025, and extend to December 31st, 2025. The Chief Information Officer may renew the Agreement with CentralSquare for three optional one -year extensions provided the annual increase does not exceed 10% over the previous year.
4. Compensation. The parties acknowledge the total compensation provided in the Agreement is hereby increased to $250,970.51 for 2025.
5. Except as expressly modified by this Amendment, the Agreement remains in full force and effect. In the event of any conflict between the Agreement and this Amendment, this Amendment shall control.
[SIGNATURES ON FOLLOWING PAGE]
2 325049v1
IN WITNESS WHEREOF, the parties have executed this Amendment on the date set forth above.
CITY OF FRESNO,
a
California municipal corporation
By:
Bryon Horn,
Chief Information Officer
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Christine C. Charitar Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
CentralSquare,
a Delaware limited liability company
By:
Name:
Ron A. Anderson
Title:
Chief Sales Officer
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Barry Medintz
Title:
General Counsel & Corporate Secretary
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Attachment: Exhibit A – Renewal Order
Exhibit B – Solutions Agreement
Exhibit C – First Amendment to Agreement
Exhibit D - Second Amendment to the Agreement
1 SECOND AMENDMENT TO AGREEMENT
This SECOND AMENDMENT TO AGREEMENT (Amendment) made and entered into as of this day of , 2024 (Effective Date), amends the Agreement entered into by and between the City of Fresno, a California municipal corporation (City), and Superion LLC, now known as CentralSquare, a Delaware limited liability company (Provider)
RECITALS
A. WHEREAS, On June 13, 2019, Council approved a Solutions Agreement with Superion LLC (Now CentralSquare) to renew annually for 5 years; and B. WHEREAS, City and Provider entered into an agreement dated April 1st, 2019, (the Agreement) to December 31st, 2023, for compensation not to exceed $225,000; and
C. WHEREAS, City and Provider previously amended the Agreement on January 21st, 2020, to change the payment terms and fee schedule; and D. WHEREAS, City and Provider now desire to amend the Agreement to extend between January 1st, 2024, to December 31st, 2024, for compensation not to exceed $234,551.88; and
E. WHEREAS, with entry into this Agreement, the Provider agrees it has no claim, demand, or dispute against the City.
AGREEMENT
NOW, THEREFORE, the parties agree that the Agreement be amended as follows:
1. The recitals of this Amendment are incorporated and made a part of the Agreement.
2. Provider shall provide the services as described in Attachment A , attached hereto and incorporated herein by reference.
3. The term of the Agreement shall renew on January 1st, 2024, and extend to December 31st, 2024.
4. Compensation. The parties acknowledge the total compensation provided in the Agreement is hereby increased to $234,551.88.
5. Except as expressly modified by this Amendment, the Agreement remains in full force and effect. In the event of any conflict between the Agreement and this Amendment, this Amendment shall control.
[SIGNATURES ON FOLLOWING PAGE]
2 IN WITNESS WHEREOF, the parties have executed this Amendment on the date set forth above.
CITY OF FRESNO,
a California municipal corporation
By:
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Christine C. Charitar Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
CentralSquare,
a Delaware limited liability company
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Attachment: Exhibit A – Renewal Order
Exhibit B – Solutions Agreement
Exhibit C – First Amendment to Agreement
MORE INFORMATION AT CENTRALSQUARE.COM
Renewal Order prepared by:
Ashley Lemerond
[email protected]
Thank you for your continued business. We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information aboutall of our products can be found at www.centralsquare.com .
WHAT SOFTWARE IS INCLUDED?
_____
PRODUCT NAME QUANTITY TOTAL
1. Click2Gov CIS Module 1 0.00 USD
2. Click2Gov Core Module 1 0.00 USD
3. Fusion APIs 1 0.00 USD
4. Fusion Proprietary 1 0.00 USD
5. Horizon Cloud for NaviLine 1 234,551.88 USD
6. Modifications Annual Access Fee 85 0.00 USD
7. NaviLine Accounts Receivable 1 0.00 USD
8. NaviLine BP Voice Response Interface-Generic 1 0.00 USD
9. NaviLine Building Permits 1 0.00 USD
10. NaviLine Business Licenses 1 0.00 USD
11. NaviLine Cash Receipts 1 0.00 USD
12. NaviLine CIS Handheld Interface 1 0.00 USD
13. NaviLine CIS IVR Credit Card Interface-Generic 1 0.00 USD
14. NaviLine CIS Voice Response Interface-Generic 1 0.00 USD
15. NaviLine Cloud Test Environment 1 0.00 USD
16. NaviLine Code Enforcement 1 0.00 USD
17. NaviLine Customer Information System 1 0.00 USD
18. NaviLine Document Management Services 1 0.00 USD
19. NaviLine Land/Parcel Mgmt 1 0.00 USD
Renewal Order #: Q-155911
Start Date: January 1, 2024
End Date: December 31, 2024
Billing Frequency: Semiannual
Subsidiary: Superion, LLC
Renewal Order prepared for:
Dennis Jones, Systems & Applications Manager
City of Fresno
2600 Fresno Street
Fresno, CA 93721-3608
(559) 621-7117
MORE INFORMATION AT CENTRALSQUARE.COM
Renewal Order prepared by:
Ashley Lemerond
[email protected]
20. NaviLine Planning & Engineering 1 0.00 USD
21. NaviLine Web Enablement 1 0.00 USD
22. NaviLine Work Orders/Facility Management 1 0.00 USD
23. OnePoint Payment Engine 1 0.00 USD
24. OnePoint Point-of-Sale 1 0.00 USD
25. Superion NaviLine User Interface 1 0.00 USD
WHAT SERVICES ARE INCLUDED?
_____
DESCRIPTION TOTAL
1. Horizon Cloud for Naviline Cloud Setup Fee 0.00 USD
2. NaviLine Cloud Test Environment Cloud Setup Fee 0.00 USD Renewal Order Total: 234,551.88 USD
Billing Information
This is not an invoice. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer.
For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the Ship To location provided by the Customer on the Renewal Order Form.
Please note that the Total Price shown above has been rounded to the nearest two decimal places for display purposes only.
The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Total Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Total Price displayed above.