FIRST AMENDMENT TO LICENSE AGREEMENT WITH
PROCORE TECHNOLOGIES, INC. TO PROVIDE SOFTWARE FOR
CONSTRUCTION PROJECT MANAGEMENT
THIS FIRST AMENDM
ENT to the above- referenced agr eement is e ntered into on April 15 , 2025, by and between Procore Technologies, Inc., a Delaware corporation (“Procore”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“Customer or City”).
RECITAL
S
A. The Parties entered into Agreement No. A-2020-175 (“Agreement”) dated September 1, 2020, to provide a license agreement to access software to provide construction project management software for the City’s Public Works Agency.
B. The initial
term of the Agreement ran through August 31, 2021 and, per Council Approval, allowed for up to four (4) extensions of the Agreement, which the Parties exercised based on an annual expenditure of $50,000. The current term of the Agreement runs through August 31, 2025. The Agreement is
current and in-effect.
C. The Parties now wish to amend the Agreement to update and increase services for the final renewal
year, extend the term, and increase the overall compensation. No other changes are contemplated by this Amendment.
The Part
ies therefore agree:
1. The Ag
reement is hereby amended as follows:
a. Quote
#91975, attached hereto as Exhibit A-1 to this First Amendment, shall be fully incorporated into the Agreement.
b. Term, a
s detailed in the Order Form to the Agreement, is hereby extended through September 16, 2025.
c. Compe
nsation is hereby increased for the final renewal period by an additional $55,000. The total amount for this final renewal period shall not exceed $105,000.
This amount includes the base amount of $92,071.38, detailed in Exhibit A -1, and a contingency amount of $12,928.62. The total amount to be expended for the entire term of this Agreement shall not exceed $305,000.
d. Except a s
modi fied by this First Amendm ent, a ll te rms and condit ions of the Agreement shall remain in full force and effect.
[Sig
natures on following page]
Docusign Envelope ID: 8559EEEB-5EF5-413F-9877-85A170AEB777 In Process
EXHIBIT 1
IN WI
TNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.
ATTEST: CIT
Y OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM PROCORE
SONIA R. CARVALHO
City Attorney
By: ____________________________
Kyle Nellesen By:
Assistant City Attorney Title:
Docusign Envelope ID: 8559EEEB-5EF5-413F-9877-85A170AEB777 Bill Fleming
SVP, Corporate Controller
In Process
RECOMMENDED FOR APPROVAL
Nabil Saba
Executive Director
Public Works Agency
Nabil Saba
Digitally signed by Nabil
Saba
Date: 2025.04.07 08:28:35
-07'00'
PROPOSED BY:
Kara Filipp
[email protected]
6309 Carpinteria Avenue
Carpinteria, CA 93013
(866) 477-6267
DD_SF_CPQ_Order_Form_V1.3.3
Order Form
Customer Name City of Santa Ana
Quote Number Q-91975
Generated By Kara Filipp
BILL TO:
Leif Lovegren
[email protected]
714-647-3327
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701, United States Subscription Info Subscription Type Renewal
Start Date September 17, 2024
End Date September 16, 2025
Full Subscription Term 12
Billing Frequency Quarterly
Payment Terms Net 30
Auto Renewal No
PO #
Tax Exempt No
VAT ID
Currency USD
Offer Valid Through February 21, 2024
SHIP TO:
Leif Lovegren
[email protected]
714-647-3327
City of Santa Ana
20 CIVIC CENTER PLZ, SANTA ANA, CA 92701-4058, United States Docusign Envelope ID: 81C9AD5F-9547-4FC6-BC74-0635C84C3928 Docusign Envelope ID: 8559EEEB-5EF5-413F-9877-85A170AEB777 In Process
Year 1 Subscription
Product Name Unit of Measure Qty Subscription Term Annual Fees Project Management Pro
Tools: Correspondence, Daily Log, Drawings, Emails,
Meetings, Photos, Punch List, RFI, Schedule, Specifications, Submittals, Timecard, Transmittals
ACV(MM) 80 September 17, 2024 - September 16, 2025 $66,451.34 Quality & Safety
Tools: Action Plans, Daily Log, Forms, Incidents, Inspections, Observations, Photos, Schedule
ACV(MM) 80 September 17, 2024 - September 16, 2025 $25,620.04 Subtotal $92,071.38
Total Fees
Subscription Fees: $92,071.38
Total Fees: $92,071.38
TERMS AND CONDITIONS
The prices shown above have been rounded to two decimal places for display purposes. Prices quoted do not include taxes. One -time promotional pricing, when applicable on the Order, will expire at the end of the Subscription Term.
The following are the Usage Metrics for the Services in accordance with the Unit of Measure listed in the Product Table above. If Customer’s usage exceeds the quantity listed within the Product Table above, then Customer will be subject to additional Fees:
Annual Construction Volume (“ACV”) means the aggregate dollar value of the construction work performed or put in place for al l distinct projects for which Customer utilizes the Subscription Services identified with Customer’s Procore account(s) during each 12-month period identified on this Order.
Workforce Planning: Customer's use of Workforce Planning is limited by the number of Full -Time Equivalents (FTE), which is the average number of Active Customer Employees during an annual Subscription Term. An Active Customer Employee is defined as an active resource in the People list, if applicable.
Field Productivity: Customer's use of the Timesheets Tool is limited by the number of Full Time Equivalents ('FTE') calculated as the average number of Active Customer Employees during an annual Subscription Term. An Active Customer Employee is defined as a person with time logged in the tool, if applicable.
In addition to the tools listed above, all Procore clients have access to the following core tools: directory, documents, reports, and task, except for those clients who have purchased only Capital Planning and/or Portfolio Financials.
This Order is governed by the terms of the Procore Subscription and Services Agreement (the “SSA”) and Data Processing Addendum (the “DPA”). To the extent this Order includes products governed by any service-specific terms found at https://procore.com/legal/pay-solution-terms (the “Service-Specific Terms”), such Service-Specific Terms also apply. This Order, the SSA, and the DPA constitute the entire agreement between Procore and Customer, superseding any other terms including, but not limited to, the terms of any Customer purchase order and any prior agreements between the Parties regarding Customer’s purchase of services from Procore.
Docusign Envelope ID: 81C9AD5F-9547-4FC6-BC74-0635C84C3928 Docusign Envelope ID: 8559EEEB-5EF5-413F-9877-85A170AEB777 In Process
Each Party represents that it has the authority to enter into this Order.
To view details of services purchased, please visit this page.
City of Santa Ana (“Customer”)
Signature: [4e1kt1j_____________________]
Name: [su57xdd_____________________]
Title: [3x28yre_____________________]
Date: [hnweq3i_________]
[rtxz7ln]
I accept the terms and conditions of the SSA found at
https://www.procore.com/legal/subscription-services-agreement [ed71c0o]
I accept the terms and conditions of the DPA found at
https://www.procore.com/legal/dpa
Procore Technologies, Inc. (“Procore”)
Signature: [3uzrgor_____________________]
Name: [jb3sd03_____________________]
Title: [dgnvmik_____________________]
Date: [awlrb2e_________]
Docusign Envelope ID: 81C9AD5F-9547-4FC6-BC74-0635C84C3928 Leif Lovegren
09/17/24
Public Works Projects Manager
09/17/24
VP, Deal Desk
Darin Solinsky
Docusign Envelope ID: 8559EEEB-5EF5-413F-9877-85A170AEB777 In Process