DocuSign Envelope ID: 973170BD-0229-4D6B-8F90-2FF8E7985083 DocuSign Envelope ID: 83905654-A061-4AE4-9528-D98CDBCB25DE Vers.: Aug. 5, 2019
AMENDMENT NO. 3 TO CONTRACT NO. S19174467
BETWEEN THE CITY OF PALO ALTO AND
BUILDINGEYE, INC.
This Amendment No. 3 (this “Amendment”) to Contract No. S19174467 (the “Contract” as defined below) is entered into as of December 12, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BUILDINGEYE, INC., a Delaware corporation, located at 100 Pine Street, #1250, San Francisco, CA, 94111 (“CONTRACTOR”). CITY and CONTRACTOR 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 hereto for the provision of visualization of data for projects going through or in the building, planning and code enforcement processes at the CITY and to communicate this information to citizens through a mapping interface, as detailed therein.
B. The Parties now wish to amend the Contract in order to extend the term by two years to December 31, 2025 and increase compensation by $59,020, from $353,410.00 to $412,430
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. S19174467 between CONSULTANT and CITY, dated January 15, 2019, as amended by:
Amendment No.1, dated December 16, 2019
Amendment No. 2, dated December 12, 2022
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 3. TERM of the Contract is hereby amended to read as follows:
“3. TERM
The term of this Agreement is from January 15, 2019 to December 31, 2025 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.” Docusign Envelope ID: B096085F-66C2-4B41-835D-277FB9C0CC2A DocuSign Envelope ID: 973170BD-0229-4D6B-8F90-2FF8E7985083 DocuSign Envelope ID: 83905654-A061-4AE4-9528-D98CDBCB25DE Vers.: Aug. 5, 2019
SECTION 3 . Section 5. COMPENSATION FOR ORIGINAL TERM of the Contract is hereby amended to read as follows:
“5. COMPENSATION FOR ORIGINAL TERM CITY shall pay and CONTRACTOR agrees to accept as not- to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:
A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to Exceed a total maximum compensation amount of Four Hundred Twelve Thousand Four Hundred Thirty Dollars ($412,430).
CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.”
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.
SECTION 5. 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 6 . 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.)
Docusign Envelope ID: B096085F-66C2-4B41-835D-277FB9C0CC2A DocuSign Envelope ID: 973170BD-0229-4D6B-8F90-2FF8E7985083 DocuSign Envelope ID: 83905654-A061-4AE4-9528-D98CDBCB25DE Vers.: Aug. 5, 2019
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
BUILDINGEYE, INC.
Officer 1
By:
Name: Ronan Barrett
Title: President & CEO
Attachments:
Exhibit “B” SCHEDULE OF PERFORMANCE, AMENDED, REPLACES PREVIOUS Exhibit “C” COMPENSATION, AMENDED, REPLACES PREVIOUS
Docusign Envelope ID: B096085F-66C2-4B41-835D-277FB9C0CC2A
DocuSign Envelope ID: 973170BD-0229-4D6B-8F90-2FF8E7985083 DocuSign Envelope ID: 83905654-A061-4AE4-9528-D98CDBCB25DE Vers.: Aug. 5, 2019
EXHIBIT “B”
SCHEDULE OF PERFORMANCE
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services to complete each task as specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of CONSULTANT and CITY so long as all work is completed within the term of the Agreement.
Task Complete Days or Weeks from NTP
1. Integration for continuity of service Daily
2. Front-end design & Mapping Interface Daily
3. Filter tools Daily
4. Scorecard Daily
5. Email account / alerts Daily
6. Data supply Daily
7. Hosting Daily
8. Access to Source Data Daily
Docusign Envelope ID: B096085F-66C2-4B41-835D-277FB9C0CC2A DocuSign Envelope ID: 973170BD-0229-4D6B-8F90-2FF8E7985083 DocuSign Envelope ID: 83905654-A061-4AE4-9528-D98CDBCB25DE Vers.: Aug. 5, 2019
EXHIBIT “C”
COMPENSATION
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below.
CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following:
Consultant shall invoice the CITY for all fees covering the timeline and schedule below. Agency shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. City is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on Consultant’s income and taxable property. On the anniversary of the term, unless otherwise agreed an increase of 5% is applied to each renewal.
Module Term No. of Months Amount
Building September 2018 to December 2019 16 $20,000.00
Planning November 2018 to December 2019 14 $17,500.00
Code Enforcement March 2019 to December 2019 10 $12,500.00 TOTAL: $50,000.00
Annual Subscription Fees
Description Fee
buildingeye Module - Each $15,000.00 / annual
$1,250 / month
EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows:
Description Hourly Rate
Bespoke Development Services $199.00
ADDITIONAL SERVICES Messaging capacity is limited to 50,000 messages. After the 50,000 limit is reached, the messaging frequency will be limited or an additional pre-approved charge for the additional capacity is as follows:
Description Cost
Each additional 10,000 messages $19.00
TERMS In general, payment terms are NET 30 Days from date of signing/order/invoice, whichever is earlier.
Docusign Envelope ID: B096085F-66C2-4B41-835D-277FB9C0CC2A DocuSign Envelope ID: 973170BD-0229-4D6B-8F90-2FF8E7985083 DocuSign Envelope ID: 83905654-A061-4AE4-9528-D98CDBCB25DE Vers.: Aug. 5, 2019
AMENDMENT ONE
CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below.
CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following:
Consultant shall invoice the CITY for all fees covering the timeline and schedule below. Agency shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. City is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on Consultant’s income and taxable property. On the anniversary of the term, unless otherwise agreed an increase of 5% is applied to each renewal.
Module Term No. of Months Amount
Building
January 2020 to December 2022
36 $49,750
(3 yrs Annual Subscription)
Planning
January 2020 to December 2022
36 $49,750
(3 yrs Annual Subscription)
Code Enforcement
January2020 to December 2022
36 $49,750
(3 yrs Annual Subscription)
TOTAL: $149,250.00
ADDITIONAL SERVICES Messaging capacity is limited to 50,000 messages. After the 50,000 limit is reached, the messaging frequency will be limited or an additional pre-approved charge for the additional capacity is as follows:
Description Cost
Each additional 10,000 messages $20.00
Not to exceed Total: $30,750.00
Breakdown by year
Module 2020 2021 2022 Total Jan 2020 – Dec 2022
Building
$15,750
$16,500
$17,500
$49,750
Planning
$15,750
$16,500
$17,500
$49,750
Docusign Envelope ID: B096085F-66C2-4B41-835D-277FB9C0CC2A DocuSign Envelope ID: 973170BD-0229-4D6B-8F90-2FF8E7985083 DocuSign Envelope ID: 83905654-A061-4AE4-9528-D98CDBCB25DE Vers.: Aug. 5, 2019
Code Enforcement
$15,750
$16,500
$17,500
$49,750
Additional Services
$10,250
$10,250
$10,250
$30,750
TOTAL: $57,500 $59,750 $62,750 $180,000
AMENDMENT TWO
CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below. CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following:
Consultant shall invoice the CITY for all fees covering the timeline and schedule below. Agency shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. City is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on Consultant’s income and taxable property. On the anniversary of the term, unless otherwise agreed an increase of 5% is applied to each renewal.
Module Term No. of Months Amount
Building
January 2023 to December 2024
24 $35,770
(2 yrs Annual Subscription)
Planning
January 2023 to December 2024
24 $35,770
(2 yrs Annual Subscription)
Code
Enforcement
January 2023 to December 2024
24 $35,770
(2 yrs Annual Subscription)
TOTAL: $107,310
Annual Subscription Fees
Description Fee
AgencyCounter Module - Each $17,885.00 / annual
$1,490 / month
EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows:
Description Hourly Rate
Project Management, Development, Service and Oversight – Blended Cost
$249.00
Docusign Envelope ID: B096085F-66C2-4B41-835D-277FB9C0CC2A DocuSign Envelope ID: 973170BD-0229-4D6B-8F90-2FF8E7985083 DocuSign Envelope ID: 83905654-A061-4AE4-9528-D98CDBCB25DE Vers.: Aug. 5, 2019
AMENDMENT THREE
CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below. CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following:
Consultant shall invoice the CITY for all fees covering the timeline and schedule below. Agency shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. City is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on Consultant’s income and taxable property. On the anniversary of the term, unless otherwise agreed an increase of 5% is applied to each renewal.
Module Term No. of
Months
Amount
Building
January 2025 to December 2025
12 $17,885
(1 yr Annual
Subscription)
Planning
January 2025 to December 2025
12 $17,885
(1 yr Annual
Subscription)
Code
Enforcement
January 2025 to December 2025
12 $17,885
(1 yr Annual
Subscription)
SUBTOTAL: $53,655
10%
Contingency
$5,365
TOTAL $59,020
EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows:
Description Hourly Rate
Project Management, Development, Service and
Oversight – Blended Cost
$249.00
Docusign Envelope ID: B096085F-66C2-4B41-835D-277FB9C0CC2A