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HomeMy WebLinkAboutC2021-028.1 CitizenServe - signed1 Contract No. 2021-028.1 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND ONLINE SOLUTIONS, LLC DBA CITIZENSERVE THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “First Amendment”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Online Solutions, LLC, DBA CitizenServe, a(n) Nevada limited liability company (the “Consultant”). RECITALS A. The Town and the Consultant entered into a Professional Services Agreement (the “Agreement”), dated January 5, 2021, for the Consultant to provide an electronic permitting system to include on-line plan submittal, electronic plan review, and remote logging of inspections (the “Services”). All capitalized terms not otherwise defined in this First Amendment have the same meanings as contained in the Agreement. B. The Town has determined that it is necessary to increase funds and add to the scope of the Agreement with the Consultant for the Services. C. The Town and the Consultant desire to enter this First Amendment to amend the Agreement to (i) add to the scope of the Agreement and (ii) provide for compensation to the Consultant for the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Consultant hereby agree as follows: 1. Compensation. The Town shall pay Consultant an amount not to exceed $196,599.01 for the Services, resulting in an increase of $89,600. The aggregate amount per renewal term shall not exceed $50,000 in any case unless the Agreement is affirmed and ratified via an executed amendment. All remaining terms and conditions of the Agreement shall remain in full force and effect. 2 2. EXHIBIT C is hereby replaced by Exhibit C-1 for services as of January 1, 2024 and is incorporated by this reference. 3. Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Rachael Goodwin Town Manager With copy to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Consultant: Online Solutions, LLC dba CitizenServe 1101 E. Warner Rd, Suite 160 Tempe, Arizona 85260 Attn: Ray Barker or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 4. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 5. Non-Default. By executing this First Amendment, the Consultant affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. 3 6. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 7. China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Vendor also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Town in defending such as action. 8. Conflict of Interest. This First Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. [SIGNATURES ON FOLLOWING PAGES] 7 ATTESTED TO: _______________________________ Linda G. Mendenhall, Town Clerk APPROVED AS TO FORM: ________________________________ Aaron D. Arnson, Town Attorney “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation FOR THE TOWN OF FOUNTAIN HILLS: ____________________________________ Rachael Goodwin, Town Manager FOR THE CONTRACTOR: By: Name Title: ______________________________ Jim Garvey (Feb 22, 2024 11:06 MST) Jim Garvey Jim Garvey Manager Aaron Arnson (Feb 27, 2024 20:16 MST) Aaron Arnson Rachael Goodwin (Feb 28, 2024 07:35 MST) Rachael Goodwin EXHIBIT C-1 TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND Online Solutions, LLC (DBA Citizenserve), [Fee Schedule] See following pages. Exhibit C citizenserve e-government software www.citizenserve.com 1.800.325.9818 All rights reserved. Confidential. Account Name: Town of Fountain Hills, Arizona Term: Components to be Implemented: Billing Cycle: Annual Initial Term: 01/01/2021 – 12/31/2021 Renewal Term 1: 01/01/2022 – 12/31/2022 Renewal Term 2: 01/01/2023 – 12/31/2023 Renewal Term 3: 01/01/2024 – 12/31/2024 Renewal Term 4: 01/01/2025 – 12/31/2025 Building Permits Planning and Zoning Code Enforcement Citizen Access Pages Fees: Initial Term: 01/01/2021 – 12/31/2021 15 User Subscriptions $1,800 per named user per year $27,000.00 Setup, Training and Implementation $1,200 per named user $18,000.00 System Integration Maricopa County Assessor’s Database Fountain Hills GIS Bluebeam Authorize.Net Payment Processor Munis Financial Daily Batch File (Payments) JSON Reports for Consumption by GIS $5,000.00 $5,000.00 $3,000.00 $0.00 $0.00 $0.00 Initial Term Fees $58,000.00 Renewal Term 1: 01/01/2022 – 12/31/2022 15 User Subscriptions $1,800 per named user per year $27,000.00 1 Prorated User Subscription (05/02/2022 – 12/31/2022)@$1,800 $1,199.01 Renewal Term 1 Fees $28,199.01 Renewal Term 2: 01/01/2023 – 12/312023 16 User Subscriptions $1,800 per named user per year $28,800.00 Renewal Term 2 Fees $28,800.00 Renewal Term 3: 01/01/2024 – 12/31/2024 21 User Subscriptions $1,800 per named user per year $37,800.00 Setup, Training and Implementation $1,200 per named user Code Enforcement $6,000.00 Renewal Term 3 Fees $43,800.00 Renewal Term 4: 01/01/2025 – 12/31/2025 21 User Subscriptions $1,800 per named user per year $37,800.00 Renewal Term 4 Fees $37,800.00 Total Fees $196,599.01