HomeMy WebLinkAboutAgreement A-24-579 Amendment I to Agreement with Spire Soft LLC (2).pdf Agreement No. 24-579
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 November 5, 2024 ("Effective Date") and is between Spire Soft LLC, a California limited
4 liability company ("Contractor"), and the County of Fresno, a political subdivision of the State of
5 California ("County").
6 Recitals
7 A. On October 24, 2023, the County and the Contractor entered into County agreement
8 number A-23-580 ("Agreement"), for software maintenance of Probation Department-specific
9 applications, software development, software integration, and reporting data requests, including
10 the software currently utilized by the Department and its justice partners for current and ongoing
11 projects.
12 B. The County needs to amend the Agreement to include additional software development
13 time for CalAIM implementation, new assessment tool implementation, ongoing application
14 support for pretrial expansion, and additional updates to PRIMS Juvenile module.
15 C. The County and the Contractor now desire to amend the Agreement to increase the
16 compensation for the cost of additional software development and enhancements.
17 The parties therefore agree as follows:
18 1. This Amendment No. 1 shall take effect on the Effective Date.
19 2. Subsection 3.2, of the Agreement, located on page 4, lines 27-28 and page 5, lines 1-14,
20 is deleted in its entirety, and replaced with the following:
21 "3.2 Maximum Compensation. The maximum compensation payable to the
22 Contractor under this Agreement for year one (1) is two hundred twenty-eight
23 thousand, eight hundred dollars ($228,800). The maximum compensation
24 payable for year two (2) is three hundred forty-nine thousand, four hundred forty
25 dollars ($349,440). The maximum compensation payable for year three (3) is
26 three hundred sixty-six thousand, nine hundred twelve dollars ($366,912). The
27 maximum compensation payable for year four (4) is three hundred eighty-five
28 thousand, two hundred fifty-eight dollars ($385,258). The maximum
1
1 compensation payable for year five (5) is four hundred four thousand, five
2 hundred twenty-one dollars ($404,521). The total maximum compensation
3 payable for services provided for the entire potential five-year term of this
4 Agreement shall not exceed one million, seven hundred thirty-four thousand, nine
5 hundred thirty-one dollars ($1,734,931). The Contractor acknowledges that the
6 County is a local government entity, and does so with notice that the County's
7 powers are limited by the California Constitution and by State law, and with
8 notice that the Contractor may receive compensation under this Agreement only
9 for services performed according to the terms of this Agreement and while this
10 Agreement is in effect, and subject to the maximum amount payable under this
11 section. The Contractor further acknowledges that County employees have no
12 authority to pay the Contractor except as expressly provided in this Agreement."
13 3. Exhibit A is amended to add the following at the end of Exhibit A, on page A-3:
14 "2024 Additions:
15 CaIAIM implementation
16 New assessment tool implementation
17 Ongoing application support for pretrial expansion
18 Additional updates to PRIMS Juvenile module"
19 4. Exhibit B is deleted, and replaced with the attached new Exhibit B-1, incorporated by this
20 reference, and made part of the Agreement. All references to Exhibit B in the Agreement shall
21 be replaced with Exhibit B-1.
22 5. The Contractor represents and warrants to the County that:
23 a. The Contractor is duly authorized and empowered to sign and perform its obligations
24 under this Amendment No. 1.
25 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
26 authorized to do so and his or her signature on this Amendment No. 1 legally binds
27 the Contractor to the terms of this Amendment No. 1.
28
2
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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3
1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
3
Spire Soft LLC COUNTY OF FRESNO
4
6 Meghr'aj Rawl�ff'Founder Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
7 PO Box 812
Clovis, CA 93613 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
g County of Fresno, State of California
10
By:
11 D putt'
12 For accounting use only:
13 Org No.: 34309999
Account No.: 7295
14 Fund No.: 0001
Subclass No.: 10000
15
16 and
17
Org No.: 34409999
18 Account No.: 7295
Fund No.: 0001
19 Subclass No.: 10000
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4
Exhibit B-1
1 Compensation
2 The Contractor shall be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B-1. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B-1.
5
6 Rate:
7 $100 per hour. Hourly rate to increase every October by 5% per year, not to exceed Total
8 Maximum compensation of$1,734,931 for the full potential five (5) years.
9 The Rate covers the services provided by the Contractor including software development,
10 testing, project management and communication.
11 Any additional after-hours support will need to be approved in writing by one of the following
12 staff: Chief Probation Officer, Deputy Chief Probation Administrative Officer, or Probation IT
13 Manager. Rate remains at $100.00 an hour for the Contractor for the first year and increases by
14 5% for year two (2) to year five (5).
15
16 Availability: Contractor and Contractor's team shall be available during Department business
17 hours from 8:00 am to 5:00 pm from Monday to Friday, excluding County holidays.
18
19 After hour support: In case of any emergency or migration Contractor will respond within 1
20 hour from notice 24 hours a day, 7 days a week, including holidays.
21
22 2024 Additions: Compensation for work completed for the 2024 Additions described in Exhibit
23 A is listed in the table below as "Hours in Addition to the Annual Base." The rates described
24 above in the "Rate" section shall apply to the 2024 Additions.
25 Hourly rate w/5% Annual Base 10%Optional After Annual Base Total Hours in Addition to Total Base and Additional
increase Hour Activities Annual Base Hours
26 Year 1 $100.00 $208,000 $20,800 $228,800 $0 $228,800
Year 2 $105.00 $218,400 $21,840 $240,240 $109,200 $349,440
27 Year3 $110.25 $229,320 $22,932 $252,252 $114,660 $366,912
Year4 $115.76 $240,786 $24,079 $264,865 $120,393 $385,258
Year 5 $121.55 $252,825 $25,283 $278,108 $126,413 $404,521
28 Total - $1,149,331 $1,264,265 $1,734,931
B-1