HomeMy WebLinkAboutAgreement A-24-202 Amendment to Agreement with Penlink Ltd..pdf Agreement No. 24-202
1 AMENDMENT NO. I TO SERVICE AGREEMENT
2 This Amendment No. I to Service Agreement A-23-238 ("Amendment No. 1") is dated
3 May 7, 2024 and is between Penlink Ltd., a Nebraska corporation, whose principal address is
4 5944 Vandervoort Drive, Lincoln, Nebraska 68516 ("Contractor"), and the County of Fresno, a
5 political subdivision of the State of California ("County").
6 Recitals
7 A. On June 6, 2023, the County and the Contractor entered into Agreement A-23-238, for
8 Contractor to provide software and maintenance support for the wire room expansion project for
9 the Multi-Agency Gang Enforcement Consortium (MAGEC).
10 B. The County would like to add additional Penlink products to support investigations in
11 both the MAGEC program and the District Attorney's Cyber Crimes Unit.
12 C. The County and the Contractor now desire to amend the Agreement to amend the scope
13 of services and increase the maximum contract value to allow Contractor to expand services to
14 the County.
15 The parties therefore agree as follows:
16 1. Article 3, Section 3.1 of the Agreement entitled "Compensation, Invoices, and Payments"
17 located on page two is deleted in its entirety and replaced with the following:
18 "The County agrees to pay, and the Contractor agrees to receive, compensation
19 as follows: The annual discounted rate for performance of services is as follows:
20 zero dollars ($0) through December 31, 2023 (services included through
21 purchase of the equipment), then eighty-one thousand, one hundred sixty dollars
22 and eighty-eight cents ($81,160.88) for each of the following year of services
23 through December 31, 2026. Total compensation in the amount of three hundred
24 twenty-four thousand, six hundred and forty-four ($324,644) shall be paid in
25 advance, in accordance with Sections 3.3 ad 3.4, herein. Costs for new
26 equipment added to the Agreement include an initial purchase price of twenty-
27 three thousand, seven hundred sixty-four ($23,764) for equipment and services
28 to be paid prior to June 30, 2024, then twelve thousand four hundred and thirty-
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1 five dollars ($12,435) for each of the following three years of service. The
2 $12,435 annual costs for the additional equipment shall be paid by December 31
3 of each successive year, starting in 2025. The total shall not exceed three
4 hundred eighty-five thousand, seven hundred and thirteen dollars ($385,713) for
5 the performance of services under this Agreement, as described in this section.
6 2. Article 3, Section 3.2 of the Agreement entitled "Maximum Compensation" located on
7 page three is deleted in its entirety and replaced with the following:
8 "The maximum compensation payable to the Contractor under this Agreement is
9 three hundred eighty-five thousand, seven hundred and thirteen dollars
10 ($385,713)for the entire term of the Agreement, including the one optional
11 extension period. The Contractor acknowledges that the County is a local
12 government entity and does so with the notice that the County's powers are
13 limited by the California Constitution and by State law, and with notice that the
14 Contractor may receive compensation under this Agreement only for services
15 performed according to the terms of this Agreement and while this Agreement is
16 in effect, and subject to the maximum amount payable under this section. The
17 Contractor further acknowledges that County employees have no authority to pay
18 the Contractor except as expressly provided in this Agreement."
19 3. Exhibit A to this Agreement is deleted in entirety, and replaced with the attached Exhibit
20 A-1.
21 4. When both parties have signed this Amendment No. 1, the Agreement, and this
22 Amendment No. 1 together constitute the Agreement.
23 5. The Contractor represents and warrants to the County that:
24 a. The Contractor is duly authorized and empowered to sign and perform its obligations
25 under this Amendment No. 1.
26 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
27 authorized to do so and his or her signature on this Amendment No. 1 legally binds
28 the Contractor to the terms of this Amendment No. 1.
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1 6. The parties agree that this Amendment No. 1 may be executed by electronic signature
2 as provided in this section.
3 a. An "electronic signature" means any symbol or process intended by an individual
4 signing this Amendment No. 1 to represent their signature, including but not limited
5 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
6 (3) an electronically scanned and transmitted (for example by PDF document)
7 version of an original handwritten signature.
8 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this
10 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
11 any administrative or judicial proceeding, and (2) has the same force and effect as
12 the valid original handwritten signature of that person.
13 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
14 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
15 2, Title 2.5, beginning with section 1633.1).
16 d. Each party using a digital signature represents that it has undertaken and satisfied
17 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
18 through (5), and agrees that each other party may rely upon that representation.
19 e. This Amendment No. 1 is not conditioned upon the parties conducting the
20 transactions under it by electronic means and either party may sign this Amendment
21 No. 1 with an original handwritten signature.
22 7. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
23 all of which together constitute this Amendment No. 1.
24 8. The Agreement as amended by this Amendment No. 1, is ratified and continued. All
25 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
26 effect.
27 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
3
CONTRACTOR COUNTY OFFRESNO
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5 �_ �v.®.
6 Pat Severson, Chief Financial Officer Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
7 5944 Vandervoort Dr.
Lincoln, Nebraska 68516 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
10 /
11 Deputy
12 For accounting use only:
13 Org No.: 2860
Account No.: 7308
14 Fund No.: 0001
Subclass No.: 10000
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Exhibit A - 1
1 Penlink shall provide PLX premium maintenance and support for software and
2 equipment purchased with Fresno County Purchase Order# M05-0000022229 that includes (5)
3 PLX Software Licenses, PLX Software License-Intercept Edition (IP) to be combined with
4 Intercept Edition (Telephone), Add-on: Pen-Proxy for PLX Software License-Intercept Edition
5 (Telephone) and (1) Specialty Product Equipment.
6 Additional products purchased under Amendment No. 1 to Board Agreement A-23-238
7 include (1) PLX Software- PenPoint 10-Pack mobile app, (1) Penpoint Gateway, (1) PLX
8 Analysis Suite License including a 1-year academy training subscription and software
9 maintenance and support.
10 Premium Maintenance and support includes software updates, software upgrades, and
11 premium technical support. A software update is an enhancement including additions, changes,
12 and bug fixes to Penlink Software that is already in the applicable commercial market. Software
13 updates occur within the same major version number of an existing software.
14 A software upgrade is the replacement of an older major version of an existing Penlink
15 software product or products, with a newer major version of the Penlink software product or
16 products, to the extent required to maintain the same operational functionality that was
17 supported by Penlink software prior to the upgrade.
18 Premium Technical Support includes telephone-based Technical Support for Pen-Link
19 Software licensed by County. Premium technical support also includes assistance via email,
20 other automated processes, or its website from Monday through Friday, from 8:00 AM to 5:00
21 PM Central time, plus emergency after-hours support for live communication interception and
22 collection operations. Emergency After hours support can be accessed through telephone at
23 (402) 421-8857, extension 247, and is available from Monday through Friday from 5:01 PM —
24 7:59 AM Central time and all-day Saturday and Sunday, including holidays.
25 The first year of maintenance and support was included with the initial purchase of the
26 equipment and software. The first year of free maintenance and support ends on December 31,
27 2023. The paid initial term of maintenance and support under this agreement lasts from January
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A-1
Exhibit A - 1
1 1, 2024 through December 31, 2026, with one optional one-year extension, which, if exercised,
2 will terminate December 31, 2027.
3 Penlink will provide a refund for any prepaid service years or portions of prepaid service
4 years that are unused if written notice of cancellation is given 90 days prior to the maintenance
5 and support renewal date, or if the County terminates pursuant to Section 6.1 of the Agreement.
6 Such refund shall be issued to County within forty-five days of the Agreement termination date.
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