1 SECOND MODIFICATION OF AGREEMENT NO. 4384
This Second Modification of Agreement Number 4384 (“Second 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, 2017, the City and OpenCounter entered into Software License Agreement Number 4384 (“Original Agreement”) for access by City to certain software-based services provided by OpenCounter and accessed via the Internet and related professional services.
B. On or about September 30, 2020, City and OpenCounter executed a First Modification of Agreement No. 4384 (“First Modification”), which extended City’s access to the OpenCounter Zoning and Business Portals for one additional year through September 30, 2021 and increased the contract price to pay for the additional term. The Original Agreement as modified by the First Modification is referred to as the Agreement.
C. City and OpenCounter now desire to modify the Agreement to expand the OpenCounter software-based services to which City has access to include the “Special Events Portal” module increase the contract price by $49,600 to pay for City’s access to the additional module, and extend the term of the Agreement as it applies to City’s access to the “Special Events Portal” only from July 1, 2021 to September 12, 2022.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Section 18 of the 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, with respect to City’s access to and use of the “Special Events Portal,” terminates on September 12, 2022, unless terminated earlier as set forth in the Agreement or extended by the parties in writing. OpenCounter and City agree that City’s access to and use of the Zoning and Business Portals will terminate on September 30, 2021, as provided in the First Modification, unless extended by the parties in writing.
2. Section 2 of the Agreement entitled “OpenCounter Services” shall be modified by adding the following paragraph:
Additional Services Two. OpenCounter will perform all of the addiDocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 6/30/2021
2 tional services (“Additional Services Two”) described in Exhibit A-2, Scope of Additional Services.
3. Section 6 of the Agreement entitled “License Fees and Support Service Fees” shall be modified by adding the following paragraph:
Additional Compensation. The City will compensate OpenCounter for the Additional Services Two in an amount not to exceed $49,600, as set forth in Exhibit B-2 - Budget. The total contract price for services pursuant to the Agreement and this Second Modification shall not exceed $230,100.
4. New Section 24.2 entitled “Data Breach Obligations” shall be added to the Agreement to read as follows:
24.2 Open Counter’s Data Breach Obligations – In the event that any personal identifying information (“PII”) provided to OpenCounter is subject to unauthorized acquisition, access, use, or disclosure that compromises the security, confidentiality, or integrity of such PII (a “Data Breach”), OpenCounter shall promptly notify the City as soon as practical and cooperate with any remedial and notification requirements needed to remediate the Data Breach.
5. Exhibit A-2, Scope of Additional Services, and Exhibit B-2 - Budget are attached hereto and incorporated both herein and into the Agreement by reference. Accordingly, Section 23 of the Agreement entitled “Exhibits” shall be modified to read as follows:
23. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Proposal of OpenCounter
Exhibit A-1 Additional Services
Exhibit A-2 Additional Services Two
Exhibit B License Fees and Support Services Fees
Exhibit B-2 Budget
Exhibit C Vendor’s Support Policy as of the Effective Date Exhibit D Insurance Requirements
DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 3 6. Except as expressly modified by this Second Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second 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: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 6/29/2021
Interim City Attorney
George S. Cardona
Joel Mahoney
Open Counter Enterprises Inc.
6/29/2021
CEO
John Jalili
6/30/2021
City Clerk Interim City Manager
6/30/2021
Denise Anderson-Warren
4 Exhibit A-2
Scope of Additional Services
OpenCounter agrees to provide the Additional Services described below through September 12, 2022:
DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 6 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 7 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 8 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 9 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 10 Exhibit B-2
Budget
OpenCounter will provide the Additional Services for the compensation outlined below. The total compensation paid to OpenCounter for the Additional Services shall not to exceed $49,600. The total compensation paid to OpenCounter under the Agreement and this Second Modification shall not exceed $230,100.
DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D