Cities Index.
Amendment No. 1 to the Agreement with InTWO, Inc.

City Council and Authorities Concurrent
November 1, 2022

Document
Amendment No. 1 to the Agreement with InTWO, Inc.
Meeting
November 1, 2022
Body
City Council and Authorities Concurrent
Pages
2
Original file
541 KB
Text extracted from the city's file for reading and search. Open the original on santaclara.legistar1.com. That file is the official record.

Ebix Insurance No. S200004682
AMENDMENT NO. 1

TO THE SERVICES AGREEMENT

BETWEEN THE

THE SANTA CLARA STADIUM AUTHORITY
AND
INTWO, INC.

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and lnTWO, Inc., a Delaware corporation (Contractor).

Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Framework Agreement between the Santa Clara Stadium Authority and SaaSplaza, Inc.", dated March 19, 2021 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide Microsoft Dynamics Cloud Services, and the Parties now wish to amend the Agreement to add a Dedicated SQL Server to the subscribed services.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. All references to "SaaSplaza, Inc." in this Agreement shall be replaced with "In TWO, Inc.". All rights and obligations of the Authority and of the Contractor under this Agreement are unaffected by this assignment.

2. The Service Order of the Agreement, entitled "SaaSplaza Services Agreement," which contains pricing details is replaced and superseded by Service Agreement for the Santa Clara Stadium Authority (First Revised) which is attached hereto and incorporated in the Agreement.

3. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

Amendment No. 1 to AgreemenUlnTWO
Rev. 10/25/2019

Page 1 of 2 ends

Approved as to Form:

SANTA CLARA STADIUM AUTHORITY
a California Joint Powers Authority
Dated:

Stadium Authority Counsel RAJEEV BATRA
Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"AUTHORITY"
INTWO, INC.
a Delaware corporation
Dated: 9/28/2022
By (Signature): -~--~-· ··~· _-_-_____________ _
Name: Olivier Meynier
Title: VP Cloud
Principal Place of 5963 La Place Ct Ste 302, Carlsbad CA Business Address: 92008, USA --~---------------
Em a i I Address: [email protected]
Telephone: (858) 385-8900
Fax:

Amendment No. 1 to AgreemenUlnTWO
Rev. 10/25/2019
"CONTRACTOR"

Page 2 of 2 ends

Proprietary & Confidential
Service Agreement
for
The Santa Clara Stadium Authority
(First Revised)
Amendment #1
Dedicated SQL Server Amendment
Dynamics Cloud Services
This document is the property of In TWO and is intended solely for the Partners and Customers of In TWO. Unauthorized use or distribution of this agreement, whether in part of entirely is strictely prohibited. Do not duplicate without the permission of In TWO.

Authored by Olivier Meynier
Template version pl.8
Updated on 27-Sep-2022
www.intwo.cloud
Company name
Address
City
State
Zip code
Country
Contact person
Title
Phone number
Email address
Contact
Name
Department
Address
City
State
Zip code
Country
Phone number
Email address
Name
Phone number
Email address
Function
Customer
, ,1 r., ! ti r>
The Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara
CA
95050
USA
Grace Dougherty
Contracts Manager
(408) 615-2039
[email protected]
Grace Dougherty
Contracts Manager
1500 Warburton Avenue
Santa Clara
CA
95050
USA
(408) 615-2039
[email protected]
Contact
Partner Information
Company name
Address
City
State
Zip code
Country
Contact person
Title
Phone number
Email address
Sales Contact
Name
Title
Address
City
State
Zip code
Country
Phone number
Email address
Name
Phone number
Email address
Function
Armanino, LLC
12657 Alcosta Blvd. Suite 500
San Ramon
CA
94583
USA
Chlis Sublette
Senior Sales Executive, Technology Consulting
916-741-8616
[email protected]
General Information
Partner
Customer
Amendment Number
Service Category
Project Name
Price Plan Valid Thru
Term
Currency
Pricing Summary
Armanino, LLC
The Santa Clara Stadium Authority
1 Dynamics Cloud Services
Dedicated SQL Server Amendment
31-Dec-22
Co-terminus
USO
Revised Pricing Summary Dynamics Cloud Services
Setup Fees 5,969
Monthly Service Fees
Monthly License Subscription
Total (in USO) 5,969
3,765
947
4,711
All pricing details, terms and conditions are described in the Pricing Details, and Agreement pages.

General Information
Customer
Partner
Amendment Number
Service Category
Project Name
Price Plan Valid Thru
Term
Currency
One-time Setup Fees
Setup GP Production Environment
- GP Instance, SQL Instance, SSRS Instance
Pricing Details
- Management Reporter, Excel reports, GP Windows Client, Fabrikam, Modified Forms/Reports - Integration Manager DB , GP User Security Migration,
- Go Live Refresh, Up to 5 GP companies
Provide Standby Support during Partner Installation and Configuration (including connectivity):

Encore Project Tracking with Advanced Analytics
Encore Project Tracking Budgeting
Concur AP automation
Mekorma MICR
ISV Web Server setup (Concur AP automation)
The Santa Clara Stadium Authority
Arrnanino, LLC
1 Dynamics Cloud Services
Dedicated SQL Server Amendment
31-Dec-22
Co-terminus
USD
Unit
per Prod Env.

T&M
T&M
T&M
T&M
Per Cloud Server
Qty
0 0
1 0
Setup GP Support Plan - pre-paid support hours for service/change requests with 10% discount on additional P d E per ro nv. 0 Go-Live Support - hours estimated T&M
Customer Pricing
Unit price
USO
2,500
219
219
219
219
625
313
219
Total
USO
2,500
219
625
219
Project Management - hours estimated
Configure Dedicated SQL Azure Infrastructure
Setup extension to support DR services (DFS and ROG Server) Total Fees, one time
Service Fees, recurring
Production Environment - Dedicated Cloud on Azure
Customer Single-Tenant Base Service Fee Includes:
- GP Client Access (RDS)
- 128 GB database storage
- 2417 Monitoring
- CloudCARE Operations & Support
- includes 5 users
Additional User Fee (up to 10)
Additional User Fee (up to 25)
ISV Application Server
Virtual Machine (Windo\NS Standard, 2 CPU, 8 GB RAM, 128 Premium SSD) CloudCARE Operation & Support
VPN
None
Pre-paid support hours for service/change requests, 2 hours included Price per extra support hour
Dedicated SQL VM (SQL Standard 2019)
T&M
T&M
T&M
per GP Environment
per Named User
per Named User
per Named User
PerVM
PerVM
PerVPNGTW
Per GB
per Month
per Hour
6 4
1 0
12 0
1 1
1 0
0 0
1 0
219
219
219
Unit price
USD
937.50
125.00

70.00 75.00
187.50

93.75 93.75

1.25 312.50
218.75
219
1,313
875
5,969
Total
USD
937.50
840.00
187.50

93.75 93.75
312.50
SQL VM: 1x E4s v4 (4 vCPUs, 32 GB RAM) (1 year reserved), Windows (License included), SQL Standard; 3 managed disk - P10
CloudCARE service for Azure SQL VM
ISV VM Resource Upgrade from B4ms
ISV VM: 1x B8ms v4 (4 vCPUs, 32 GB RAM) , Windows (License included), ; 1 managed disk - P10 Service
Monthly License Fees, recurring
GP Standard/Full User License
GP Extended Additive Full User License
GP Limited User License
GP Customization Pack
GP Extended HR and Payroll
Microsoft 365 Apps for Business .

Microsoft 365 Business Standard
Microsoft 365 Business Premium
Microsoft 365 E3
Microsoft 365 E5
Office 365 ProPlus
Office 365 E3
Office 365 E5
Microsoft Office Excel ONLY
Microsoft Office Word ONLY
Microsoft Office Outlook ONLY
mtmm!l
Mekorma - MICR
Encore - Project Tracking w/ Advanced Analytics
Encore - Project Tracking Budgeting
License Administration (10%)
Total Monthiy License fees, recurring
Azure Estimate
perVM
Azure Estimate
Unit
per Named User
per Named User
per Named User
Per Environment
Per Environment
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per Named User
Per User
Per Environment
Per Environment
Per Customer
Qty
17 0
0 1
0 17
0 0
0 0
0 0
0 0
0 0
0 0
0 0
862.31
218.75
218.75
Unit price
USO

43.75 12.50

6.25 62.50
218.75

8.25 15.63

25.00 40.00

71.25 15.00

25.00 43.75

6.35 6.35

2.73 37.50
322.21

64.59 125.00
862.31
218.75
218.75
Total
USO
744
63 140
947
Total Fees, one time
Total Fee,
Total Monthly Service Fees, recurring
Total Monthly Licensing Fees, recurring
Total Monthly Fee, recurring
Total
USD
5,969
3,765
947
1 Agreement
lnTWO Service Agreement (the "Agreement") agreed at the date of the last signature below (the "Effective Date") by and between:

The Santa Clara Stadium Authority, registered and maintaining its office at 1500 Warburton Avenue, Santa Clara CA 95050, hereinafter called the "Customer"; And
In TWO, Inc., a private company with limited liability with its principal place of business located at 5963 La Place Court, Suite 302, Carlsbad, 92008 ,USA, hereafter referred to as "lnTWO."
In TWO and Customer are hereinafter also individually referred to as "Party" or jointly as "Parties" parties wish to lay down their agreement as follows:

TAKING INTO CONSIDERATION THAT
a) This Agreement is an attachment to the Framework Agreement between Customer and In TWO and consists of this signature page and the description and content in headings, the deliverables and the pricing. If there is a conflict between the terms of this Service Agreement, the Framework Agreement and the SLA, then the terms of the agreements in conflict will apply in the following order of priority: (i) this Service Agreement; (ii) the Framework Agreement and (iii) the SLA.
b) In TWO is a service provider that offers various Services that can be used for Customers' own benefit, customer may incorporate the service in its own service offering or resell the Services to end-user organizations. c) In TWO have been engaged by Customer to assist with the design, development, deployment and management of a Customer Cloud solution deployed on the Microsoft Azure Cloud. Customer is aiming for In TWO to be their strategic partner for Cloud services, with deep understanding and experience of deployment and operation of their software solutions in the Cloud, and integrated support that delivers a best-in-class and seamless experience to their end customers.
d) Parties wish to document their respective rights and obligations regarding their cooperation as stipulated in this Agreement.

PARTIES AGREE AS FOLLOWS
In the event Customer requires services other or additional Services than the Service offered in this Service Agreement, Parties will consult and agree on the delivery of such other services. However, In TWO has no obligation to deliver such other services without any written and agreed upon arrangement. If additional Services are provided without written agreement, In TWO is in not bound to any Service Level and lnTWO is entitled to terminate the specific Service without notice.

PRICING TERMS AND CONDITIONS
1) All prices are in USO.
2) One-time fees will be invoiced at the signature of this Service Agreement. 3) Standard T&M rate is USO 185/hour.
4) Monthly Recurring services fees will be invoiced on the 1st calendar day of each new month. 5) The Term of this Service Agreement Amendment is Co-terminus with the parent Service Agreement signed on 19-Mar-2021. 6) The payment term of any invoice relating to this Service Agreement is Net Thirty (30) days starting from the date of invoice. 7) Except for the licenses defined in the Pricing Details, all Microsoft or ISV licenses deployed on the cloud infrastructure are under the responsibility of The Santa Clara Stadium Authority.

IN WITNESS WHEREOF the Parties hereto have signed this Agreement in duplicate. lnTWO, Inc.
~~·
The Santa Clara Stadium Authority
Signature: Signature: L.!:=--
Name: Olivier Meynier Name:

VP Cloud
Title: Title:
9/282022
Date: Date:

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