HomeMy WebLinkAboutAddendum - 2CAG-17-222 ADDEN #2-22
CONTRACT EXTENSION AGREEMENT
Dated the 18 day of October, 2022
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 26, 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 25, 2022 (“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 three (3) 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
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the same as the fees for the last year during the prior term unless PerfectMind has given
Customer written notice of a pricing change at least 90 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:Nima Jazbi Name:
Title:Vice President, Operations Title:
Attest: __________________________
Jason Seth, City Clerk
Approved as to Form: _______________
Shane Moloney, City Attorney
(approved by Cheryl Beyer via email
on 10/31/2022)
Armondo Pavone
Mayor
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EXHIBIT A
Extended Term
Year Six (November 26, 2022 to November 25, 2023): $27,100
Year Seven (November 26, 2023 to November 25, 2024): $27,100
Year Eight (November 26, 2024 to November 25, 2025): $27,100
PerfectMind shall provide 9 hours of complimentary Consultant Training and/or
Professional Services time over the full term of the contract. Any additional training or
Professional Services required after the 9 hours shall be subject to the normal rate of
$150 per hour.