HomeMy WebLinkAboutAgreement A-24-102 Second Amendment to Agreement with Carahsoft (2).pdf Agreement No. 24-102
1 AMENDMENT NO. 2 TO SERVICE AGREEMENT
2 This Amendment No. 2 to Service Agreement ("Amendment No. 2") is dated
3 March 5, 2024 and is between Carahsoft Technology Corp., a Maryland corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On June 4, 2019, the County and the Contractor entered into Service Agreement No.
8 19-247 ("Agreement"), for ServiceNow, an information technology service management platform
9 software, and related implementation services, for a term of three years (3) years, to be
10 extended for two (2) possible one-year renewals. Both of the one-year renewals have been
11 executed. The Agreement is due to expire on Jun 17, 2024.
12 B. On June 8, 2021, the County and the Contractor entered into the first amendment to the
13 Agreement, in order to expand the County's use of the ServiceNow Platform, necessary to
14 replace a variety of the County's other disparate systems and increase compensation
15 accordingly (the Agreement and amendment are collectively referred to as the "Agreement as
16 amended").
17 C. The expansion of the ServiceNow platform has exceeded what the County anticipated
18 for the absorption of the multiple IT functions performed by several systems, including the
19 County's incident management solution, software license management, device management,
20 change management, and several other small systems.
21 D. The County now desires to increase the compensation under the Agreement as
22 amended, to adequately provide for the ServiceNow system and related services, as well as the
23 additional systems that the Agreement as amended, has absorbed.
24 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
25 which is hereby acknowledged, the County and Contractor agree as follows::
26 1. Section VI. PRICING, Part (E)4 at Page 19, lines 3 through 4 of the Agreement as
27 amended are deleted in their entirety and replaced with the following:
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1 "4. In no event shall compensation paid for services under this Agreement exceed
2 $4,031,422 during the term of this Agreement." This new compensation amount includes
3 $ 1,866,670.00 for software licenses and $946,885.00 for services. The new compensation
4 amount also includes $567,850 for continued licensing renewals, $50,000 for additional project
5 management software, $300,000 for the addition of asset management services, and $300,017
6 for the future addition of necessary licensing, modules, and services.
7 2. Section Vill. TERMS AND CONDITIONS located on pages 21 through 23 is amended to
8 add the following after VIII(D):
9 "E. This Agreement constitutes the entire Agreement between the Contractor and
10 the County with respect to the subject matter hereof and supersedes all previous
11 Agreement negotiations and Amendments, proposals, commitments, writings,
12 advertisements, publications, and understandings of any nature whatsoever
13 unless expressly included in this Agreement. In the event of any inconsistency in
14 interpreting the documents which constitute this Agreement, the inconsistency
15 shall be resolved by giving precedence in the following order of priority: (1) the
16 text of this Amendment No. 2; (2) the text of Amendment No. 1 (3) the
17 Agreement plus any exhibits and attachments; and (4) all exhibits and
18 attachments."
19 3. When both parties have signed this Amendment No. 2, the Agreement, Amendment No.
20 1, and this Amendment No. 2 together constitute the Agreement.
21 4. The Contractor represents and warrants to the County that:
22 a. The Contractor is duly authorized and empowered to sign and perform its obligations
23 under this Amendment No. 2.
24 b. The individual signing this Amendment No. 2 on behalf of the Contractor is duly
25 authorized to do so and his or her signature on this Amendment No. 2 legally binds
26 the Contractor to the terms of this Amendment No. 2 .
27 5. This Amendment No. 2 may be signed in counterparts, each of which is an original, and
28 all of which together constitute this Amendment No. 2.
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1 6. The Agreement as previously amended and as amended by this Amendment No. 2 is
2 ratified and continued. All provisions of the Agreement as previously amended and not affected
3 by this Amendment No. 2 remain in full force and effect.
4 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 2 on the date stated in the introductory
2 clause.
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CARAHSOFT TECHNOLOGY, CORP. COUNTY OF FRESNO
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5 x'u r 1/19/24
6 Kristina Smith, Director Of Contracts Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
7 11493 Sunset Hills Road, Suite 100
Reston, Virginia 20190 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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By: _
11 Deputy
12 For accounting use only:
13 Org No.:8905
Account No.:7309
14 Fund No.:1020
Subclass No.: 10000
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