Amendment No. 1 to agreement with Movieworks, Inc.
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1 05/10/2023 C23-0357 AMENDMENT NO. 1 CUSTOMER AGREEMENT BETWEEN THE CITY OF GLENDALE AND (MOVEWORKS, INC., Contract No. C23-0357) This Amendment No. 1 (“Amendment”) to the Customer Agreement (“Agreement”) is made this ______ day of ________, 2024, (“Effective Date”), by and between the City of Glendale, an Arizona municipal corporation (“City”) and Moveworks, Inc., a Delaware corporation, authorized to do business in Arizona (“Contractor”). RECITALS A. City and Moveworks, Inc. (“Contractor”) previously entered into an Agreement, Contract No. C23-0357, dated April 13, 2023 (“Agreement”); and B. The City is seeking to expand the scope of work to include Moveworks Enterprise Answers, Moveworks Knowledge Studio, Moveworks File Search and to increase the compensation to be paid under this Agreement by an additional $420,150; and C. The City and Contractor wish to extend the term of the Agreement through April 13, 2025; and D. City and Contractor wish to modify and amend the Agreement subject to and strictly in accordance with the terms of this Amendment. AGREEMENT In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree as follows: 1. Recitals. The recitals set forth above are not merely recitals but form an integral part of this Amendment. 2. Term. The term of the Agreement is extended for a one-year period from April 14, 2024 through April 13, 2025. The City may, at its option and with the approval of the Contractor, extend the term of this Agreement for two (2) additional one (1) year terms, unless otherwise terminated or canceled as provided by the Agreement. All other provisions of the Agreement except as set forth in this Amendment shall remain in their entirety. 3. Scope of Work. Contractor shall provide City the services identified in the Scope of Work attached as Exhibit B. 4. Compensation. The total compensation for this Agreement is increased by four hundred twenty thousand one hundred fifty dollars $420,150 for a not to exceed amount of $469,290. By approving this Agreement, the City Council agrees to ratify approximately $140,050 for the annual subscription expense which was billed and incurred on January 31, 2024. 2 05/10/2023 5. Insurance Certificate. Current certificate will expire on February 14, 2025 and a new certificate applying to the extended term must be provided prior to this date to Materials Management and the Contract Administrator. 6. Non-discrimination. Contractor must not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran status or any disability. Contractor will require any Sub-contractor to be bound to the same requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section. 7. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393. 8. Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during the term of this Agreement, will not use: (a) the forced labor of ethnic Uyghurs in the People’s Republic of China; (b) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; and (c) 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. 9. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. 10. Ratification of Agreement. City and Contractor hereby agree that except as expressly provided herein, the provisions of the Agreement shall be, and remain in full force and effect and that if any provision of this Amendment conflicts with the Agreement, then the provisions of this Amendment shall prevail. [Signatures on the following page.] AMENDMENT NO. 1 CUSTOMER AGREEMENT BETWEEN THE CITY OF GLENDALE AND MOVEWORKS, INC., Contract No. C23-0357 EXHIBIT B Scope of Work AMENDMENT NO. 1 CUSTOMER AGREEMENT BETWEEN THE CITY OF GLENDALE AND MOVEWORKS, INC., Contract No. C23-0357 EXHIBIT C METHOD AND AMOUNT OF COMPENSATION Pricing is based on deliverables defined in the City’s Scope of Work attached as Exhibit B. NOT TO EXCEED AMOUNT The total amount of compensation paid to Contractor must not exceed $469,290 for the entire term of the agreement. Not To Exceed Calculation: $49,140 (Original Contract) + $420,150 (Amendment 1 with all options) = $469,290 DETAILED PROJECT COMPENSATION Description Amount Estimated Sales Tax (9.2%) Total Moveworks Annual Subscription* 1/31/24 to 1/30/25 $128,250 $11,800 $140,050 OPTIONAL: Moveworks Annual Subscription* 1/31/25 to 1/30/26 $128,250 $11,800 $140,050 OPTIONAL: Moveworks Annual Subscription* 1/31/26 to 1/30/27 $128,250 $11,800 $140,050 Total $384,750 $35,400 $420,150 * The Moveworks Annual Subscription includes the following functionality: IT, Employee Communications, Enterprise Answers, Knowledge Studio, and File Search