1 FIRST MODIFICATION OF AGREEMENT NO. 4384
This First Modification of Agreement Number 4384 (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Open Counter Enterprises, Inc. (OpenCounter) is made with reference to the following:
RECITALS
A. On or about September 13, 2020, the City and OpenCounter entered into Software License Agreement Number 4384 (“Original Agreement”) for access to certain software-based services provided by City and accessed via the Internet and related professional services.
B. The City and OpenCounter desire to modify the Original Agreement to extend its subscription to the OpenCounter Zoning and Business Portals for one additional year and increase the contract price to pay for the additional term.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:
1. Section 18 of the Original Agreement entitled “Term and Termination; Rights Upon Termination” shall be deleted in its entirety and replaced with the following paragraph:
Term. The Term of this Agreement begins on the Execution Date and terminates on September 12, 2021 unless terminated earlier as set forth in the Agreement or extended by the parties in writing.
2. Section 2 of the Original Agreement entitled “OpenCounter Services” shall be modified by adding the following paragraph:
Additional Services. OpenCounter will perform all of the additional services (“Additional Services”) described in Exhibit A-1, Scope of Services.
3. Section 6 of the Original Agreement entitled “License Fees and Support Service Fees” shall be modified by adding the following paragraph:
Compensation. The City will compensate OpenCounter for the Additional Services in an amount not to exceed $38,000, as set forth herein.
The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $180,500.
DocuSign Envelope ID: 6B2873A9-8B7F-4D8B-983F-9C413FDF7F6F 9/30/2020
2 4. Except as expressly modified by this First Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
OpenCounter Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 6B2873A9-8B7F-4D8B-983F-9C413FDF7F6F George Cardona
Interim City Attorney
9/27/2020
9/28/2020
CEO
Open Counter Enterprises Inc.
Joel Mahoney
Lane Dilg
Interim City Manager
9/30/2020
Denise Anderson-Warren
City Clerk
9/30/2020
3 Exhibit A-1
Scope of Services
OpenCounter will continue to make available to the City of Santa Monica licensed access to the following Hosted Services:
Company Zoning Portal
The Company Zoning Portal renders complex land use regulations in the browser and makes regulations responsive to citizen inquiries.
Specifically, the Company Zoning Portal helps applicants navigate the site selection process by answering the seemingly simple question: "Where is my project permitted?" It does so by analyzing and importing the logical structure of the municipal code, factoring in the kind of project constituent end users want to pursue and secondary issues that may have huge implications for like use, such as whether a restaurant will serve alcohol, or have live entertainment.
Powered by a patent-pending geospatial rules engine, the Company Zoning Portal brings a new level of service to applicants, freeing them from parsing through dense code publishing sites and normalizing the process to an intuitive mapping interface while putting applicants in touch with City Subject Matter experts to facilitate formal zoning and land use applications.
Company Business Portal
The Company Business Portal helps entrepreneurs understand the costs and complexity of establishing or growing a business. The Company Business Portal guides applicants through an intuitive permit discovery process, and estimates the time and cost associated with the specifics of their project. Once applicants are ready to proceed, it also instructs them on the next steps for the permits and licenses that have been triggered.
DocuSign Envelope ID: 6B2873A9-8B7F-4D8B-983F-9C413FDF7F6F