Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
FIRST AMENDMENT
TO MASTER SaaS AGREEMENT NUMBER F002155
WITH ACCELA, INC.
Thi
s First Amendment to Agreement number F002155, dated 7/29/20 ("Agreement") is made as of this ______ day of ____________, 2022, by and between the City of Santa Rosa, a municipal corporation ("City"), and Accela, Inc., a California Corporation ("Consultant").
RE
CITALS
A. Cit
y and Consultant entered into the Agreement for Consultant to provide a Customer Relationship Management (CRM) tool.
B. Cit
y and Consultant now desire to amend the Agreement for the purpose of extending for an additional 3 years, from 7/15/2022 to 7/14/2025.
A
MENDMENT
NO
W, THEREFORE, the parties agree to amend the Agreement as follows:
1. S
cope of Services
E
xhibit A to the Agreement is supplemented by Exhibit A-1 to this Amendment.
2. C
ompensation
S
ection 3.1 is amended to increase the compensation payable to Consultant under the Agreement by $98,814.30 to read as follows:
"N
otwithstanding any other provision in this Agreement to the contrary, the total maximum compensation to be paid for the satisfactory accomplishment and completion of all services to be performed hereunder shall in no event exceed the sum of [enter maximum amount in written and numeric form, for example – "one- hundred eighty -one thousand, nine- hundred sixty- one dollars and eighty -three cents $181,961.83. The City’s Chief Financial Officer is authorized to pay all proper claims from Charge Number 350307."
3. S
ubscription Period and Termination
S
ection 12.1 is amended to read as follows:
“
This Agreement shall become effective on the date set forth on the applicable Order Form (Commencement Date”), 7/15 /2019, and shall continue in effect for one year, provided that unless either party provides written notice of non- renewal to the other part y at least sixty (60) days prior to the anniversary of the Commencement Date, this Agreement shall renew for five (5) additional one-year terms, not to exceed a total duration of six (6) years from the Commencement Date.”
Exhibit A
Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
All other terms of the Agreement shall remain in full force and effect.
Executed as of the day and year first above stated.
CONSULTANT:
Name of Firm: Accela, Inc.
TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
__x__ Corporation
_____ Limited Liability Company
_____ Other (please specify: ___________)
Signatures of Authorized Persons:
By: _____________________________
Print Name:_______________________
Title: ____________________________
By: _____________________________
Print Name:_______________________
Title: ____________________________
City of Santa Rosa Business Tax Cert. No.
___N/A______________________
CITY OF SANTA ROSA
a Municipal Corporation
By:_________________________________
Print Name:__________________________
Title:________________________________
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
ATTEST:
____________________________
City Clerk
Attachment: Exhibit A-1 – Renewal Order Form (Scope of Services and Comensation).
2633 Camino Ramon, Suite 500
San Ramon, CA, 94583
Proposed by: Caitlin Carter
Contact Phone: (925) 359 - 3411
Contact Email: [email protected]
Quote ID: Q-26433
Valid Through: 06/30/2022
Currency: USD
__________________________________________________________________________________________________________________________________________ Renewal Order Form
Address Information
Bill To: Ship To:
City of Santa Rosa, CA City of Santa Rosa, CA
100 Santa Rosa Avenue
Santa Rosa, California 95404
United States
100 Santa Rosa Ave, Room 5
, California
United States
Billing Name: Brian Tickner
Billing Phone: 7075434370
Billing Email: [email protected]
____________________________________________________________________________________________________________________________________________________________ Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Accela CRM Tier 3 Unit (1
unit=25,000 Population)
Year 1 7/15/2022 7/14/2023 12 $0.00 3 $0.00
Accela CRM - Interface - ESRI/
GIS
Year 1 7/15/2022 7/14/2023 12 $0.00 1 $0.00
Accela CRM Tier 3 Base -
100K - 250K population
Year 1 7/15/2022 7/14/2023 12 $20,734.49 1 $20,734.49
Accela CRM - Single Sign-on Year 1 7/15/2022 7/14/2023 12 $3,278.18 1 $3,278.18 Accela CRM - Interface -
CityWorks
Year 1 7/15/2022 7/14/2023 12 $7,956.75 1 $7,956.75
TOTAL: $31,969.42
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Accela CRM Tier 3 Unit (1
unit=25,000 Population)
Year 2 7/15/2023 7/14/2024 12 $0.00 3 $0.00
Accela CRM - Interface - ESRI/
GIS
Year 2 7/15/2023 7/14/2024 12 $0.00 1 $0.00
Accela CRM Tier 3 Base -
100K - 250K population
Year 2 7/15/2023 7/14/2024 12 $21,356.53 1 $21,356.53
Accela CRM - Single Sign-on Year 2 7/15/2023 7/14/2024 12 $3,376.53 1 $3,376.53 Quote Number:Q-26433-1 Print Date:4/5/2022
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Accela CRM - Interface -
CityWorks
Year 2 7/15/2023 7/14/2024 12 $8,195.45 1 $8,195.45
TOTAL: $32,928.51
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Accela CRM Tier 3 Unit (1
unit=25,000 Population)
Year 3 7/15/2024 7/14/2025 12 $0.00 3 $0.00
Accela CRM - Interface - ESRI/
GIS
Year 3 7/15/2024 7/14/2025 12 $0.00 1 $0.00
Accela CRM Tier 3 Base -
100K - 250K population
Year 3 7/15/2024 7/14/2025 12 $21,997.23 1 $21,997.23
Accela CRM - Single Sign-on Year 3 7/15/2024 7/14/2025 12 $3,477.82 1 $3,477.82 Accela CRM - Interface -
CityWorks
Year 3 7/15/2024 7/14/2025 12 $8,441.32 1 $8,441.32
TOTAL: $33,916.37
Pricing Summary
Period Net Total
Year 1 $ 31,969.42
Year 2 $ 32,928.51
Year 3 $ 33,916.37
Total $ 98,814.30
Quote Number:Q-26433-1 Print Date:4/5/2022
Renewal Terms/Information:
General Information
Governing
Agreement(s)
This Order Form will be governed by the applicable terms and conditions. If those terms and conditions are non-existent, have expired or have otherwise been terminated, the following terms at https://www.accela.com/terms/ will govern as applicable, based on the Customer’s purchase.
Order Terms
Order Start Date Unless otherwise specified in the Special Order Terms:
• Software Licenses & Subscriptions start on the date of delivery by Accela; • Hosting and Support start on Accela’s delivery of the software hosted and/or supported;.
Order Duration Unless otherwise specified in the Special Order Terms:
• Subscriptions continue from the Order Start Date through the number of months listed in this Order Form (or if not listed, twelve (12) months). Thereafter Subscriptions automatically renew annually as calculated from Order Start Date of Customer’s first Subscription purchase.
• Any Software Licenses or Hardware are one-time, non-refundable purchases. • Hosting and Support continue from the Order Start Date through the number of months listed in this Order Form (or if not listed, twelve (12) months). • Professional Services continue for the duration as outlined in the applicable Statement of Work, Exhibit or the Governing Agreement, as applicable.
Special Order Terms This Order Form replaces all previous order forms for the terms listed above and will govern the Software, Maintenance, and/or Services items listed on this Order Form. • In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or invoice, the Order Form shall govern as it pertains to this transaction.
• For Software Licenses, Accela may terminate this Order Form in the event the Software is phased out across Accela’s customer base. In such event, Accela will provide Customer sufficient advance notice and the parties will mutually agree to a migration plan for converting Customer to another Accela generally-available offering with comparable functionality.
Payment Terms
Currency USD
Invoice Date Unless otherwise stated in the Special Payment Terms, Invoice for the Grand Total above will be issued on the Order Start Date.
Payment Due Date Unless otherwise stated in the Special Payment Terms or the Governing Agreement(s), all payments are due on the Invoice Date and payable net 30 days.
Special
Payment
Terms
None unless otherwise specified in this location.
Quote Number:Q-26433-1 Print Date:4/5/2022
Purchase Order If Customer requires PO number on invoices, it must be provided below and Customer must provide a copy of the PO prior to invoice issuance. If no PO number provided prior to invoice issuance date, invoices issued on this Order Form will be valid without a PO reference.
PO#
Signatures
Accela, Inc. Customer
Signature:
Signature:
Print Name:
Print Name:
Title:
Title:
Date:
Date:
Quote Number:Q-26433-1 Print Date:4/5/2022