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HomeMy WebLinkAboutContract_Agreement aXplor Technologies - CONFIDENTIAL CONTRACT EXTENSION AGREEMENT Dated the 26 day of September, 2025 B E T W E E N: PERFECTMIND INC. (“PerfectMind”) – and – CITY OF RENTON (the “Customer”) WHEREAS: A. The Customer and PerfectMind entered into an agreement “CAG-17-222” dated November 26th 2017 (the “Original Agreement”) for the provision of PerfectMind Software as a Service; B. The parties hereby agree to extend the term of the Original Agreement in accordance with the terms set out herein NOW THEREFORE, in consideration of the mutual covenants contained in this Extension Agreement and other consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows: 1.Definitions 1.1. Any capitalized term not expressly defined in this Extension Agreement shall have the meaning ascribed to it in the Original Agreement. 2.Extension The Original Agreement will expire on November 22, 2025 (“Original Term”). Except to the extent otherwise provided in this Extension Agreement, the Original Agreement will be extended on the same terms and conditions for an additional two (2) year period (such period, the “Extended Term” and together with the Original Term, the “Term”), which will begin immediately on the expiry of the Original Term. At the expiration of the Extended Term, the Term will be automatically renewed for successive one-year periods (each, an “Additional Term”) unless a party provides written notice to the other party of the first party’s intention not to renew, at least thirty days before the expiry of the then-current Term. 3.Fees The Platform use fee during the Extended Term will be as set out in the payment schedule attached hereto in Exhibit A, payable by Customer in advance at the beginning of each 12-month period. The Platform use fee payable by Customer during any Additional Term will be the same as the "'%!!("#         CAG-17-222, Adden #3-25 2 Xplor Technologies fees for the last year during the prior term unless PerfectMind has given Customer written notice of a pricing change at least 60 days before the end of such prior term, in which case the new fee will be effective upon renewal and thereafter. 4. Conflict The provision of this Extension Agreement shall form part of the Original Agreement. Except to the extent otherwise amended in this Extension Agreement, all other terms and conditions of the Original Agreement shall remain the same, provided that in the event of a conflict between the provisions of this Extension Agreement and those of the balance of the Original Agreement, the terms and provisions of this Extension Agreement shall supersede those provisions of the balance of the Original Agreement with which they conflict. TO WITNESS THEIR AGREEMENT, the parties have duly executed this Extension Agreement as of the date first above written. PERFECTMIND INC. CITY OF RENTON By: By: Name: Name: Title: Title: Attest: _____________________________ Jason Seth, City Clerk Approved as to Form: ____________________________ Shane Moloney, City Attorney  ) !$!$&!%%!%'$ "'%!!("#          Armondo Pavone Mayor Approved by Cheryl Beyer via email 10/23/2025 3 Xplor Technologies EXHIBIT A Extended Term Year Nine (November 23, 2025 to November 22, 2026): $32,520 Year Ten (November 23, 2026 to November 22, 2027): $32,520 Fully Branded Mobile App – 6-month no-obligation trial Yearly cost after trial is $10K/year – billing can be flexible "'%!!("#