1 FIFTH MODIFICATION OF AGREEMENT NO. 9784 (CCS)
This Fifth Modification of Agreement Number 9784 (CCS) (“Fifth Modification”), executed on ___________, and effective as of July 1, 2023 (“Effective Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Carahsoft Technology Corporation (“Carahsoft” also referred to as “Consultant”) is made with reference to the following:
RECITALS
A. On or about October 7, 2013, the City, Carahsoft and IQM2, Inc. (“IQM2”) entered into Agreement Number 9784 (CCS) (“Original Agreement”) for IQM2 to provide to the City, in conjunction with Carahsoft, an agenda management system (the “Agenda Management System”) in the form of software, professional services, and web hosting services.
B. On or about May 6, 2014, the City and IQM2 entered into a First Modification of Agreement Number 9784 (CCS) (“First Modification”) which included additional services to be performed by IQM2, in conjunction with Carahsoft, to enhance the Agenda Management System and increased the compensation to be paid under the Original Agreement to reflect the additional services.
C. On or about June 4, 2014, IQM2 was acquired by Accela, Inc. (“Accela”), which assumed responsibility, in conjunction with Carahsoft, for providing the Agenda Management System.
D. On or about March 13, 2018, Accela sold the Agenda Management System to Granicus, Inc. (“Granicus”), which assumed responsibility, in conjunction with Carahsoft, for providing the Agenda Management System.
E. On or about July 10, 2018, the City and Carahsoft entered into a Second Modification of Agreement Number 9784 (CCS) (“Second Modification”) which extended the term of the Original Agreement to June 30, 2019 and set the compensation to be paid during the extended term. The Original Agreement, First Modification, and Second Modification may be referred to collectively herein as “the Agreement.”
F. On or about September 10, 2019, the City and Carahsoft entered into a Third Modification of Agreement Number 9784 (CCS) (“Third Modification”) which extended the term of the Original Agreement to June 30, 2019 and set the compensation to be paid during the extended term.
G. On or about June 30, 2022, the City and Carahsoft entered into a Fourth Modification of Agreement Number 9784 (CCS) (“Fourth Modification”) which extended the term of the Original Agreement to June 30, 2023 and set the compensation to be paid during the extended term. The Original Agreement, First Modification, Second Modification, Third Modification and Fourth Modification may be referred to collectively herein as “the Agreement.”
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD 9/19/2023
2 H. The City and Carahsoft desire to modify the Agreement as set forth in this Fifth Modification.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Term. Section 1 of the Agreement entitled “Term” shall be deleted in its entirety and replaced with the following:
Term. This Fifth Modification begins on the Effective Date and terminates January 1,2024 (the “Fifth Modification Extension Term”), unless terminated earlier as set forth in the Agreement or extended by the parties in writing.
2. Compensation. Section 5 of the Agreement entitled “Compensation” shall be deleted in its entirety and replaced with the following:
Compensation. The City will compensate Consultant for Services performed as set forth in Exhibits C, Terms, and B-1, Budget (for Services provided by, through, or in conjunction with IQM2); Exhibits A-2, Scope of Services, and B-2, Budget (for Services provided by, through, or in conjunction with Accela); and Exhibits B-2, Budget, B-3, Budget and B-4, Budget (for Services provided by, through, or in conjunction with Granicus or any entity that assumes from Granicus responsibility for providing Services). Compensation to Consultant for Services performed during the Fifth Modification Extension Term shall not exceed $12,754.56 as set forth in Exhibit B-5, Budget. The total compensation to be paid by City for Services pursuant to the Original Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, and the Fifth Modification shall not exceed $201,369.
3. Notices. Sections 7.1 and 7.2 of the Agreement, which provide the addresses for notices, demands, requests or approvals to be given under the Agreement, are deleted in their entirety and replaced with the following:
7.1 All notices, demands, requests or approvals to the City:
City of Santa Monica
City Clerk’s Office
1685 Main Street, Room 102
Santa Monica, California 90401
Attn: Maria Dacanay, Administrative Analyst
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD 3 With a copy to:
City Attorney’s Office
1685 Main Street, Room 310
Santa Monica, California 90401
Attn: Douglas Sloan, City Attorney
7.2 All notices, demands, requests or approvals to Consultant:
Granicus Government at Carahsoft
11493 Sunset Hills Road, Suite 100
Reston, Virginia 20190
Attn: Christine Wilt, Account Manager
4. Exhibits. Section 4 entitled “Exhibits” shall be amended to read as follows:
Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein:
Exhibit A Request for Proposal
Exhibit B Proposal
Exhibit C Terms
Exhibit D Insurance Requirements
Exhibit A-1 Scope of Services
Exhibit B-1 Budget
Exhibit A-2 Scope of Services
Exhibit B-2 Budget
Exhibit A-3 Terms
Exhibit B-3 Budget
Exhibit A-4 Terms
Exhibit B-4 Budget
Exhibit A-5 Terms
Exhibit B-5 Budget
5. References to Consultant. All references to Consultant in the Original Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, and this Fifth Modification shall be deemed to refer to Carahsoft.
6. Agreement in Effect. The Agreement, as modified by this Fifth Modification, shall be deemed to have remained in effect throughout the entirety of the contract term, as extended by this Fifth Modification.
7. Execution in Counterparts. This Fifth Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Fifth Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD 4 being agreed that such electronic signature shall have the same force and effect as an original signature).
8. All Other Terms and Conditions in Effect. Except as expressly modified by this Fifth Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD 5 IN WITNESS WHEREOF, the parties have executed this Fifth Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
DOUGLAS SLOAN
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
DAVID WHITE
City Manager
CARAHSOFT TECHNOLOGY
Corporation
VENDOR #359017
By: _______________________________
Kristina Smith, Contract Manager
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD Exhibit A-5
Terms
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD G G"RANICUS
TERMS & CONDITIONS
Order Form
Santa Monica, CA
• This quote, and all products and services delivered hereunder are governed by the terms located at https://qranicus.com/leqal/licensing, including any product-specific terms included therein (the "License Agreement"). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the \ separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-257950 dated 09 Aug 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, wil l be included in the invoice. It is the responsibility of Santa Monica, CA to provide applicable, exemption certificate(s) . • Any lapse in payment may result in suspension of service and i:n1 requjre the payment of a setup fee to reinstate the subscription.
Order#: Q-257950
Prepared: 09 Aug 2023
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD Exhibit B-5
Budget
As shown in the attached Government-Price Quotation, for Fiscal Year 2023-2024 the City will compensate Carahsoft in an amount not to exceed $12,754.56 for the Fifth Modification Extension Term, to be paid in the form of a monthly service & maintenance fee not to exceed $2,125.76 upon receipt of a monthly invoice.
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD
GOVERNMENT- PRICE QUOTATION
carahsoft. Granicus at Carahsoft G GRANICUS
TO:
EMAIL:
11493 SUNSET HILLS ROAD I SUITE 100 I RESTON, VIRGINIA 20190 PHONE (703) 871-8500 I FAX {703) 871-8505 I TOLL FREE {888) 66CARAH WWW.CARAHSOFT.COM I [email protected]
Maria Dacanay
Santa Monica City Clerks Office
1685 Main Street
Room 102
Santa Monica, CA 90401 USA
[email protected]
FROM:
EMAIL:
Christine Wilt'
Granicus at Carahsoft
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
\
[email protected]
PHONE: (310) 458-8211 PHONE: (571) 662-3048 FAX: (703) 871-8505 TERMS: FTIN: 52-2189693
Shipping Point: FOB Destination
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1 P3C5
DUNS No: 088365767
UEI: DT8KJHZXVJH5
Credit Cards: VISA/MasterCard/AMEX
Sales Tax May Apply
LINE NO. PART NO.
SAS-SE-ME-IQM2-
AM-2
DESCRIPTION
BASE RENEWAL
IQM2 - Agenda & Minutes each Annual Subscription
Monthly Billing
Granicus - SAS-SE-ME-IQM2-AM
Start Date: 07/01/2023
End Date: 01/01/2024
SUBTOTAL:
For govDelivery Customers Only:
QUOTE NO:
QUOTE DATE:
QUOTE EXPIRES:
RFQNO: .
SHlfflNG:
TOtAL PRICE:
TOTAL QUOTE:
QUOTE PRICE
$2,125.7600 OM
TOTAL PRICE:
TOTAL QUOTE:
38164298
03/13/2023
08/30/2023
ESD
$12,754.56
$12,754.56
QTY EXTENDED PRICE
6 $12,754.56
$12,754.56
•$12,754.56
$12,754.56
Potential Users are based on the greater of quarterly website visits to the domains covered by a license or the subscriber base multiplied by 12, less 20% to account for inactive subscribers.
The Granicus Master Subscription Agreement can be found at www.granicus.com/Master_Subscription_Agreement
CONFIDENTIAL
PAGE 1 of 1
QUOTE DATE:
QUOTE NO:
03/13/2023
38164298
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD G G"RAN ICUS
THIS IS NOT AN INVOICE Order Form
Prepared for
Santa Monica, CA
Granicus Order Form for Santa Monica, CA
ORDER DETAILS
Granicus Contact:
Email:
Order#:
Prepared On:
ORDER TERMS
Currency:
Payment Terms:
Current Subscription
End Date:
Period of Performance:
Order#: Q-257950
Prepared: 09 Aug 2023
Tania Dominguez Chon
[email protected]
Q-257950
09 Aug 2023
USD
All fees set forth in the Quote from reseller/distributor to Client are due and payable in accordance with those terms. Use of the Products is governed by the terms of the Granicus Master Subscription Agreement or such other Agreement as agreed to by the parties.
30 Jun 2023
07/01/2023 - 01/01/2024
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD G G"R AN ICUS
PRODUCT SUMMARY
Order Form
Prepared for
Santa Monica, CA
The specifications and terms within this Order Form are specific to the products and volumes contained herein.
NOTE: Fees for the below Products will be as set forth in the quote from an authorized reseller.
Solution
IQM2 - Agenda & Minutes
Order #: Q-257950
Prepared: 09 Aug 2023
Period of Performance
01 Jul 2023 - 01 Jan 2024 Monthly
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD G G"RANICUS
PRODUCT DESCRIPTIONS
Solution
IQM2 - Agenda & Minutes
Order#: Q-257950
Prepared: 09 Aug 2023
Description
Order Form
Santa Monica, CA
Easily prepare for meetings, approve agenda items, generate documents, create meeting packets and capture minutes.
DocuSign Envelope ID: CEE06D9E-8721-417D-8B95-F1794800F1BD