FIRST AMENDMENT
TO
SAAS AND SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
EUNA SOLUTIONS, INC.
This First Amendment to the SAAS and Services Agreement (“First Amendment”) is made and entered into as of [____], 2026 (“Effective Date”), by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401) (“City”) and Euna Solutions, Inc. (a Delaware corporation with its principal place of business at 15 Perimeter Center West, Suite 500, Sandy Springs, Georgia 30338) (“EUNA”). City and EUNA are sometimes referred to herein individually as a “Party” and collectively as “Parties”.
RECITALS
A. The Parties entered into an order form accepted by the City on September 8, 2025 (together with the incorporated End User License Agreement titled SAAS and Services Agreement, and the attached statement of work (collectively, “Agreement”), for EUNA to provide its eCivis grants-management software-as-a-service (“SAAS”) platform and related implementation and support services; and
B. The Agreement provided for a one-year subscription and two optional oneyear renewals; and C. The City desires to exercise the two remaining one-year options to maintain uninterrupted access to the grants-management platform, subject to the terms and safeguards stated in this First Amendment; and
D. The Parties desire to amend the Agreement to state the option terms and compensation, and to incorporate provisions applicable to the City’s procurement of hosted technology services.
NOW, THEREFORE, the Parties mutually agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals listed above are true and correct, and are hereby incorporated herein by this reference.
2. Amendment. The Agreement is hereby amended as follows:
a. Fees. Section 5.a is deleted in its entirety and replaced with the following: “The Customer will pay EUNA $73,762.50 for Option Year 1 and $77,450.63
for Option Year 2. Total compensation under this First Amendment will not exceed $151,213.13. These amounts include all subscription, hosting, maintenance, support, travel, administrative, and other costs required to provide the services. No tax, fee, expense, or price increase will be payable unless expressly authorized by a written amendment. EUNA may invoice annually in advance, and undisputed amounts are payable net 30 days after the Customer receives a correct invoice.” b. Customer Data. Section 8.c is deleted in its entirety and replaced with the following: “As between the Parties, the Customer owns all right, title, and interest in Customer Data. EUNA may process Customer Data only to provide, secure, maintain, and support the services or as the Customer directs in writing. EUNA will not sell or share Customer Data; use Customer Data for advertising, data brokerage, or the training of generalized artificial-intelligence or machine-learning models; or combine Customer Data with information obtained from another source except as necessary to provide the services. Diagnostic Data must be aggregated and de-identified so that neither the Customer, an individual, nor the content of Customer Data can reasonably be identified or reconstructed.”
c. Public Records. Section 9 is amended by adding a new subsection
9.f to read as follows: “Public Records. EUNA acknowledges that the Customer is subject to the California Public Records Act, Government Code section 7920.000 et seq. The Customer will determine whether a record must be disclosed and will not be liable for a disclosure made in good-faith compliance with law. EUNA will promptly provide records needed for the Customer to respond to a public-records request and may not withhold Customer records based on EUNA's proprietary format or storage system.” d. Term and Renewal. Section 10.b is deleted in its entirety and replaced with the following: “Term and Renewal. The Customer exercises the two optional one-year renewals as follows: (i) Option Year 1 begins September 15, 2026, and ends September 14, 2027; and (ii) Option Year 2 begins September 15, 2027, and ends September 14, 2028. The Agreement expires on September 14, 2028, without notice and will not renew automatically or otherwise extend beyond that date unless the Parties execute a written amendment authorized in accordance with Customer law and policy.” e. Termination and Non-Appropriation. Sections 10.c and 10.f are amended by replacing their existing provisions with the following: "The Customer may terminate the Agreement for convenience upon 30 days’ written notice without a termination charge or SaaS Recovery Amount. The Customer will pay only for services properly provided through the termination date, and EUNA will promptly refund prepaid fees allocable to the period after termination. The Customer may also terminate for nonappropriation upon written notice without penalty.” f. Information Security and Security Incidents. Section 14 is deleted in its entirety and replaced with the following: “Information Security and Security Incidents.
EUNA will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data and the systems used to provide the services, including encryption of Customer Data in transit and at rest and access controls appropriate to the services. EUNA will notify the Customer in writing without unreasonable
delay and no later than 24 hours after discovering any actual or reasonably suspected unauthorized access to, acquisition of, disclosure of, alteration of, loss of, or inability to access Customer Data, or a material compromise of systems used to provide the services. EUNA will promptly contain, investigate, and remediate the incident and cooperate with the Customer in satisfying applicable notice and regulatory obligations." g. Data Export and Deletion. Section 15 is deleted in its entirety and replaced with the following: “Data Export and Deletion. During the term and for at least 60 days after expiration or termination, the Customer may export Customer Data (including attachments and available audit history) in a commonly used, machinereadable format without additional charge. At the Customer's direction, EUNA will return or securely delete Customer Data from production systems; except for copies retained solely in secure backups or as law requires.”
3. Continuing Effect of Agreement. Except as amended by this First Amendment, all provisions of the Agreement shall remain in full force and effect, and shall govern the actions of the Parties under this First Amendment. Whenever the term “Agreement” appears in the original Agreement from and after the Effective Date, it shall mean the Agreement as amended.
4. Electronic Transmission. A manually signed copy of this First Amendment which is transmitted by facsimile, electronic mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this First Amendment for all purposes. This First Amendment may be signed using an electronic signature.
5. Counterparts. This First Amendment may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE
FOR
FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
EUNA SOLUTIONS, INC.
IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the Effective Date.
CITY OF SAN BERNARDINO
Approved By:
Eric Levitt
Customer Manager
Attested By:
Telicia Lopez, CMC
Customer Clerk
Approved as to Form:
Customer Attorney
Best Best & Krieger LLP
EUNA SOLUTIONS, INC.
[__________]
[__________]