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HomeMy WebLinkAboutStaff Report 13993 City of Palo Alto (ID # 13993) City Council Staff Report Meeting Date: 5/16/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approval of Amendment One to Six (6) Enterprise System SAP On-Call Professional Services Contracts with: 1) Avertra Corporation, C20174583A; 2) Peloton Group, LLC., C20174583B; 3) Etech-360, Inc., C20174583C; 4) V3iT Consulting, Inc., C20174583D; 5) IT Resonance, Inc., C20174583E; and 6) Techlink Systems, Inc., C20174583F, to Increase the Level of Services that May be Provided and Increase the Combined not-to-exceed Amount from $350,000 Annually to $650,000 Annually in Year 2 and $1,650,000 Annually in each of Contract Years 3 through 5, for all Six (6) Contracts, Bringing the New Contract not-to-exceed Combined Amount Across all Six (6) Contracts to $5,950,000 Over a Five-Year Period, for provision of Department-Specific SAP Solutions From: City Manager Lead Department: IT Department Recommendation Staff recommends that the Council approve and authorize the City Manager or their designee to execute amendment one to six (6) Enterprise System SAP On-Call Professional Services contracts with: 1) Avertra Corporation, C20174583A; 2) Peloton Group, LLC., C20174583B; 3) Etech-360, Inc., C20174583C; 4) V3iT Consulting, Inc., C20174583D; 5) IT Resonance, Inc., C20174583E; and 6) Techlink Systems, Inc., C20174583F, to increase the level of services that may be provided and increase the combined not-to-exceed amount from $350,000 annually to $650,000 annually in year 2 and $1,650,000 annually in each of contract years 3 through 5 across all six (6) contracts, bringing the new contract not-to-exceed combined amount across all six contracts to $5,950,000 over a five-year period, to provide department-specific SAP solutions (Attachment A). The City does not guarantee any minimum quantity of work or compensation with any of these consultants during the contract period. Background The City currently utilizes the SAP enterprise resource planning (ERP) system to support its major finance, human resource and utility billing processes. Staff last reviewed the City of Palo Alto Page 2 viability of SAP through an RFP to procure a new ERP in August of 2017 (RFP 169033). Thirteen proposals were received through a competitive proposal evaluation process and three were shortlisted. After a rigorous bid evaluation process, executive staff reviewed the staff findings and opportunity cost of implementing a new ERP. The RFP was subsequently cancelled on November 14th, 2018 and the vendors were notified of the cancellation. This was outlined in the Council Information Update item (CMR 9826). As part of the SAP upgrade project activities, the project was split into two phases to reduce risk and smooth continuity of business operations without major disruptions. Phase I of the project upgraded the technical platform (software and hardware) of SAP ERP system to the latest, fully-supported enhancement package version of SAP software components to modernize functionality, implement Single Sign On, deploy the streamlined application, SAP Fiori User Interface, and to migrate from on-premise servers to the cloud. The City Council approved Phase I of the project on October 7, 2019 (CMR 10033). Phase I was completed successfully in November 2020. On March 8, 2021, (CMR 11810) to extend the term with SAP until December 2025 was approved. As noted in the CMR, staff will review and develop recommendations regarding continuing with SAP no later than December 2024. IT is now moving into Phase II of the project, implementing high priority functionality changes identified during the Phase I of the project. To enhance the functionality of SAP ERP application, highly experienced specialists are required to enable efficient business processes and enhance business functionality. In July 2019, staff issued a request for proposals (RFP) to identify a number of qualified firms to provide on-call professional services for SAP on an as-needed basis to help with modernization, enhancements, backfill and day-to-day operational fixes; because the City’s SAP needs span across many domains, multiple vendors with the associated expertise are required. As a result, six vendors were selected and Council approved five-year contracts for each of these vendors on June 22, 2020 (CMR 11360). Staff will engage the six contracted vendors to complete this work. Discussion In November 2020 the City upgraded SAP ERP software components as planned. This technical upgrade of the ERP system created many opportunities such as performance improvements, process re-engineering, digital transformation, and responsive role- based SAP Fiori user experience, which is available on any device (e.g., laptops and mobile devices). Following the technical upgrade of the SAP components, several high priority functional enhancements have been identified by multiple business units within our various departments. These high priority projects are expected to be in progress during FY 2022-FY 2025: City of Palo Alto Page 3 Finance: • Finance Master Data Process improvement, data quality rules and data validation • Fixed Assets capitalization process improvement • Financial statements, reporting and management reports • Annual Reporting and Re-engineer Year-end processing • Yearly Tax forms - 1099 generation Purchase, Inventory and Warehouse: • Purchase Master Data Process improvement, data quality rules & data validation • Purchase Order Process enhancement • Purchase Contract Process Enhancements • Improved Reporting: Inventory Usage, Expenditure on Term Contracting, Vendor Performance and Purchasing Dashboard • Annual Reporting and Year-end process enhancement HR & Payroll: • Employee & Manager Self Service Fiori Applications • CalPERS and other HR interfaces • Online W-2 • Special Compensation Implementation • Payroll Control Center – Automation of Payroll process, setup the Workflow and analytics Utilities: • Configuration of Annual Settlement process of Solar Customers • Meter Replacement and Water Leakage alerts • Configure the Refuse Management solution in SAP and Improve Reporting • Customer Support tools enhancement - ICWeb • Increase Billing accuracy by implementing Meter read notification & creation of interactive record Office of Management and Budget • Year-end Process: PR/PO encumbrance, streamline carry forward, & Accruals • Budget load process improvements • Optimization / Workflow in Master Data Creation • Master data creation process optimization • Reports and Data Validation: ZFIR44N, which needs to reconcile to ZFIR06/ZFIR43 • Develop Position Interface, CIP-Actuals, CIP-PR/PO Commitment • Forecasting Ability & Multi-Year View There is a significant cost savings for the City by enabling departments to leverage new/enhanced functionality of the upgraded SAP system. These functional City of Palo Alto Page 4 enhancements will also help improve the process control, IT Risk Management recommendations, audit compliance control, operational efficiency, data quality, and reduction in annual reporting activities. Resource Impact The initial $350,000 was approved and adopted through the Information Technology Fund in Fiscal Years 2021 and 2022 to fund day-to-day operational fixes and enhancements. For SAP Upgrade Phase II enhancements, staff will engage the six contracted vendors to complete this work and will utilize the Enterprise Resource Planning capital improvement project (TE-19000) to pay for the cost of professional services incurred. Currently, there is $2 million in funding available for this project. Staff will bring forward a recommendation for additional funding for SAP on-call services, if necessary, during the annual budgeting cycle. Stakeholder Engagement The IT Enterprise and Systems Manager meet with numerous City departments at scheduled SAP PMO meetings to discuss enhancements and new initiatives on a regular basis. Environmental Review Approval of this agreement does not constitute a project under the California Environmental Quality Act (CEQA); therefore, an environmental assessment is not required. Attachments: • Attachment A: C20174583 A-F Amendment Number 1 SAP On-Call Services Vers.: Aug. 5, 2019 Page 1 of 3 AMENDMENT NO. 1 TO CONTRACT NO. C20174583A BETWEEN THE CITY OF PALO ALTO AND AVERTRA CORPORATION This Amendment No.1 (this “Amendment”) to Contract No. C20174583A (the “Contract” as defined below) is entered into as of May 2, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and AVERTRA CORPORATION, a Virginia corporation, located at 580 Herndon Parkway, Herndon, VA 20170 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties for the provision of providing SAP Support Services on an as-needed, project based, time limited basis, as detailed therein. B. The Parties now wish to amend the Contract in order to increase the quantity of on- call, time-limited SAP Support Services that may be ordered annually from Consultant by City under the Contract and, accordingly, the annual possible (but not guaranteed), per contract year, not-to- exceed compensation amount from Three Hundred Fifty Thousand Dollars ($350,000) annually for contract year 1, to Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, to One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, for a Contract total not-to-exceed amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the five-year term across the pool of six on-call contracts for SAP Support Services (of which this Contract is one), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20174583A between CONSULTANT and CITY, dated June 22, 2020. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows: Vers.: Aug. 5, 2019 Page 2 of 3 “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 and Exhibit “A” of this Agreement shall not exceed Three Hundred Fifty Thousand Dollars ($350,000.00) annually for contract year 1, Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, and One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, however, CONSULTANT acknowledges that the compensation paid to it likely will be less than the afore- stated annual amount per applicable contract year, as the CITY has appropriated that amount to payments to be made under six on-call contracts, of which this Agreement is one. The six on-call contracts shall be administered by the Information Technology Department to ensure the total aggregate of compensation paid per contract year for these SAP on-call project support services across all such contracts will not exceed the afore-stated annual amount per applicable contract year, with a total not to exceed contract amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the term of the Agreement. The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement is set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE”. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY.” SECTION 3. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 4. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Vers.: Aug. 5, 2019 Page 3 of 3 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee AVERTRA CORPORATION Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: None Vers.: Aug. 5, 2019 Page 1 of 3 AMENDMENT NO. 1 TO CONTRACT NO. C20174583B BETWEEN THE CITY OF PALO ALTO AND THE PELOTON GROUP LLC This Amendment No.1 (this “Amendment”) to Contract No. C20174583B (the “Contract” as defined below) is entered into as of May 2, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and THE PELOTON GROUP LLC, a Texas Limited Liability corporation dba THE PELOTON ALLIANCE, located at 10101 Southwest Freeway Suite 400, Houston, TX 77074 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties for the provision of providing SAP Support Services on an as-needed, project based, time limited basis, as detailed therein. B. The Parties now wish to amend the Contract in order to increase the quantity of on- call, time-limited SAP Support Services that may be ordered annually from Consultant by City under the Contract and, accordingly, the annual possible (but not guaranteed), per contract year, not-to- exceed compensation amount from Three Hundred Fifty Thousand Dollars ($350,000) annually for contract year 1, to Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, to One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, for a Contract total not-to-exceed amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the five-year term across the pool of six on-call contracts for SAP Support Services (of which this Contract is one), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20174583B between CONSULTANT and CITY, dated June 22, 2020. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows: Vers.: Aug. 5, 2019 Page 2 of 3 “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 and Exhibit “A” of this Agreement shall not exceed Three Hundred Fifty Thousand Dollars ($350,000.00) annually for contract year 1, Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, and One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, however, CONSULTANT acknowledges that the compensation paid to it likely will be less than the afore- stated annual amount per applicable contract year, as the CITY has appropriated that amount to payments to be made under six on-call contracts, of which this Agreement is one. The six on-call contracts shall be administered by the Information Technology Department to ensure the total aggregate of compensation paid per contract year for these SAP on-call project support services across all such contracts will not exceed the afore-stated annual amount per applicable contract year, with a total not to exceed contract amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the term of the Agreement. The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement is set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE”. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY.” SECTION 3. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 4. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Vers.: Aug. 5, 2019 Page 3 of 3 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee THE PELOTON GROUP LLC Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: None Vers.: Aug. 5, 2019 Page 1 of 3 AMENDMENT NO. 1 TO CONTRACT NO. C20174583C BETWEEN THE CITY OF PALO ALTO AND ETECH-360, INC. This Amendment No.1 (this “Amendment”) to Contract No. C20174583C (the “Contract” as defined below) is entered into as of May 2, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ETECH-360, INC., a California corporation, located at P.O. Box 1463, Capo Beach, CA 92624 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties for the provision of providing SAP Support Services on an as-needed, project based, time limited basis, as detailed therein. B. The Parties now wish to amend the Contract in order to increase the quantity of on- call, time-limited SAP Support Services that may be ordered annually from Consultant by City under the Contract and, accordingly, the annual possible (but not guaranteed), per contract year, not-to- exceed compensation amount from Three Hundred Fifty Thousand Dollars ($350,000) annually for contract year 1, to Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, to One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, for a Contract total not-to-exceed amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the five-year term across the pool of six on-call contracts for SAP Support Services (of which this Contract is one), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20174583C between CONSULTANT and CITY, dated June 22, 2020. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows: “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 and Exhibit “A” of this Agreement shall not Vers.: Aug. 5, 2019 Page 2 of 3 exceed Three Hundred Fifty Thousand Dollars ($350,000.00) annually for contract year 1, Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, and One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, however, CONSULTANT acknowledges that the compensation paid to it likely will be less than the afore- stated annual amount per applicable contract year, as the CITY has appropriated that amount to payments to be made under six on-call contracts, of which this Agreement is one. The six on-call contracts shall be administered by the Information Technology Department to ensure the total aggregate of compensation paid per contract year for these SAP on-call project support services across all such contracts will not exceed the afore-stated annual amount per applicable contract year, with a total not to exceed contract amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the term of the Agreement. The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement is set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE”. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY.” SECTION 3. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 4. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Vers.: Aug. 5, 2019 Page 3 of 3 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee ETECH-360, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: None Vers.: Aug. 5, 2019 Page 1 of 3 AMENDMENT NO. 1 TO CONTRACT NO. C20174583D BETWEEN THE CITY OF PALO ALTO AND V2iT CONSULTING, INC. This Amendment No.1 (this “Amendment”) to Contract No. C20174583D (the “Contract” as defined below) is entered into as of May 2, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and V2iT CONSULTING, INC., a Delaware corporation, located at 1717 N. Naper Boulevard, Suite #103, Naperville, IL 60563 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties for the provision of providing SAP Support Services on an as-needed, project based, time limited basis, as detailed therein. B. The Parties now wish to amend the Contract in order to increase the quantity of on- call, time-limited SAP Support Services that may be ordered annually from Consultant by City under the Contract and, accordingly, the annual possible (but not guaranteed), per contract year, not-to- exceed compensation amount from Three Hundred Fifty Thousand Dollars ($350,000) annually for contract year 1, to Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, to One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, for a Contract total not-to-exceed amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the five-year term across the pool of six on-call contracts for SAP Support Services (of which this Contract is one), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20174583D between CONSULTANT and CITY, dated June 22, 2020. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows: Vers.: Aug. 5, 2019 Page 2 of 3 “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 and Exhibit “A” of this Agreement shall not exceed Three Hundred Fifty Thousand Dollars ($350,000.00) annually for contract year 1, Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, and One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, however, CONSULTANT acknowledges that the compensation paid to it likely will be less than the afore- stated annual amount per applicable contract year, as the CITY has appropriated that amount to payments to be made under six on-call contracts, of which this Agreement is one. The six on-call contracts shall be administered by the Information Technology Department to ensure the total aggregate of compensation paid per contract year for these SAP on-call project support services across all such contracts will not exceed the afore-stated annual amount per applicable contract year, with a total not to exceed contract amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the term of the Agreement. The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement is set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE”. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY.” SECTION 3. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 4. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Vers.: Aug. 5, 2019 Page 3 of 3 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee V2iT CONSULTING, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: None Vers.: Aug. 5, 2019 Page 1 of 3 AMENDMENT NO. 1 TO CONTRACT NO. C20174583E BETWEEN THE CITY OF PALO ALTO AND IT RESONANCE, INC. This Amendment No.1 (this “Amendment”) to Contract No. C20174583E (the “Contract” as defined below) is entered into as of May 2, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and IT RESONANCE, INC., an Illinois corporation, located at 1560 Wall Street, Suite #136, Naperville, IL 60563 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties for the provision of providing SAP Support Services on an as-needed, project based, time limited basis, as detailed therein. B. The Parties now wish to amend the Contract in order to increase the quantity of on- call, time-limited SAP Support Services that may be ordered annually from Consultant by City under the Contract and, accordingly, the annual possible (but not guaranteed), per contract year, not-to- exceed compensation amount from Three Hundred Fifty Thousand Dollars ($350,000) annually for contract year 1, to Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, to One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, for a Contract total not-to-exceed amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the five-year term across the pool of six on-call contracts for SAP Support Services (of which this Contract is one), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20174583E between CONSULTANT and CITY, dated June 22, 2020. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows: “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 and Exhibit “A” of this Agreement shall not Vers.: Aug. 5, 2019 Page 2 of 3 exceed Three Hundred Fifty Thousand Dollars ($350,000.00) annually for contract year 1, Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, and One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, however, CONSULTANT acknowledges that the compensation paid to it likely will be less than the afore- stated annual amount per applicable contract year, as the CITY has appropriated that amount to payments to be made under six on-call contracts, of which this Agreement is one. The six on-call contracts shall be administered by the Information Technology Department to ensure the total aggregate of compensation paid per contract year for these SAP on-call project support services across all such contracts will not exceed the afore-stated annual amount per applicable contract year, with a total not to exceed contract amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the term of the Agreement. The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement is set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE”. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY.” SECTION 3. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 4. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Vers.: Aug. 5, 2019 Page 3 of 3 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee IT RESONANCE, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: None Vers.: Aug. 5, 2019 Page 1 of 3 AMENDMENT NO. 1 TO CONTRACT NO. C20174583F BETWEEN THE CITY OF PALO ALTO AND TECHLINK SYSTEMS, INC. This Amendment No.1 (this “Amendment”) to Contract No. C20174583F (the “Contract” as defined below) is entered into as of May 2, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TECHLINK SYSTEMS, INC., a California corporation, located at 220 Montgomery Street, Suite #1018, San Francisco, CA 94104 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties for the provision of providing SAP Support Services on an as-needed, project based, time limited basis, as detailed therein. B. The Parties now wish to amend the Contract in order to increase the quantity of on- call, time-limited SAP Support Services that may be ordered annually from Consultant by City under the Contract and, accordingly, the annual possible (but not guaranteed), per contract year, not-to- exceed compensation amount from Three Hundred Fifty Thousand Dollars ($350,000) annually for contract year 1, to Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, to One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, for a Contract total not-to-exceed amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the five-year term across the pool of six on-call contracts for SAP Support Services (of which this Contract is one), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20174583F between CONSULTANT and CITY, dated June 22, 2020. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows: Vers.: Aug. 5, 2019 Page 2 of 3 “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 and Exhibit “A” of this Agreement shall not exceed Three Hundred Fifty Thousand Dollars ($350,000.00) annually for contract year 1, Six Hundred Fifty Thousand Dollars ($650,000) annually for contract year 2, and One Million Six Hundred Fifty Thousand Dollars ($1,650,000) annually for contract years 3 through 5, however, CONSULTANT acknowledges that the compensation paid to it likely will be less than the afore- stated annual amount per applicable contract year, as the CITY has appropriated that amount to payments to be made under six on-call contracts, of which this Agreement is one. The six on-call contracts shall be administered by the Information Technology Department to ensure the total aggregate of compensation paid per contract year for these SAP on-call project support services across all such contracts will not exceed the afore-stated annual amount per applicable contract year, with a total not to exceed contract amount of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000) over the term of the Agreement. The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement is set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE”. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY.” SECTION 3. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 4. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Vers.: Aug. 5, 2019 Page 3 of 3 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee TECHLINK SYSTEMS, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: None