1 SIXTH MODIFICATION OF AGREEMENT NO. 9784 (CCS)
This Sixth Modification of Agreement Number 9784 (CCS) (“Sixth Modification”), executed on ___________, and effective as of January 2, 2024 (“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.
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3 3/1/2024
2 H. On or about July 1, 2023, the City and Carahsoft entered into a Fifth Modification of Agreement Number 9784 (CCS) (“Fifth Modification”) which extended the term of the Original Agreement to January 1, 2024 and set the compensation to be paid during the extended term. The Original Agreement, First Modification, Second Modification, Third Modification, Fourth Modification and Fifth Modification may be referred to collectively herein as “the Agreement.” I. The City and Carahsoft desire to modify the Agreement as set forth in this Sixth 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 Agreement begins on the Effective Date and terminates June 30,2024 (the “Sixth Modification Extension Term”), unless terminated earlier as set forth in the Agreement or extended by the parties in writing. The City shall have the option, at its discretion, to extend the Agreement for one (1) additional 6-month term (an “Optional Term”).
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 Sixth Modification Extension Term shall not exceed $12,754.58, and for the Optional Term shall not exceed $14,030.03, as set forth in Exhibit A-6, 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, the Fifth Modification, and the Sixth Modification shall not exceed $228,153.61.
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3 3 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
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: Mandi Queen, 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
Exhibit A-6 Terms and Budget
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3 4 5. References to Consultant. All references to Consultant in the Original Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, the Fifth Modification and this Sixth Modification shall be deemed to refer to Carahsoft.
6. Agreement in Effect. The Agreement, as modified by this Sixth Modification, shall be deemed to have remained in effect throughout the entirety of the contract term, as extended by this Sixth Modification.
7. Execution in Counterparts. This Sixth 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 Sixth Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it 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 Sixth 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 Sixth Modification as of the date and year first written above.
ATTEST:
______________________________
NIKIMA S. NEWSOME
Interim 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
1/24/24
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3 2/29/2024
3/1/2024
Exhibit A-6
Terms and Budget
As shown in the attached Government-Price Quotation, the City will compensate Carahsoft in an amount not to exceed $12,754.58 for the Sixth Modification Extension Term.
Renewal Option
As shown in the attached Government-Price Quotation, should the City exercise its option to renew for the Option Term, the City will compensate Carahsoft in amount not to exceed $14,030.03 for the period of July 1, 2024 through December 31, 2024.
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3
GOVERNMENT- PRICE QUOTATION
Granicus at Carahsoft
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
PAGE 1 of 2
QUOTE DATE:
QUOTE NO:
02/16/2024
40958843
TO: Maria Dacanay-Wisner
Admin Analyst-Records & Election Svcs, MMC
FROM: Mandi Queen
Granicus at Carahsoft
Santa Monica City Clerks Office
1685 Main Street
Room 102
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
Santa Monica, CA 90401 USA
EMAIL: [email protected] EMAIL: [email protected] PHONE: (310) 458-8211 PHONE: (571) 662-3051 FAX: (703) 871-8505 TERMS: GSA Schedule No: 47QSWA18D008F
Term: August 22, 2018 - August 21, 2028
FTIN: 52-2189693
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1P3C5
DUNS No: 088365767
UEI: DT8KJHZXVJH5
Business Size: Other than Small
Sales Tax May Apply
QUOTE NO: 40958843
QUOTE DATE: 02/16/2024
QUOTE EXPIRES: 03/17/2024
RFQ NO:
SHIPPING: ESD
TOTAL PRICE: $12,754.58
TOTAL QUOTE: $12,754.58
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE
RENEWING SUBSCRIPTION FEES
1 GR-IQM2-AM IQM2 - Agenda & Minutes each Annual SubscriptionRenewable only Prorated Amount
Granicus - SAS-SE-ME-IQM2-AM
$12,754.58 GSA 1 $12,754.58
Start Date: 01/02/2024
End Date: 07/01/2024
SUBTOTAL: $12,754.58
TOTAL PRICE: $12,754.58
TOTAL QUOTE: $12,754.58
SUGGESTED OPTIONS
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE
FUTURE YEAR PRICING
2 GR-IQM2-AM IQM2 - Agenda & Minutes each Annual SubscriptionRenewable only Granicus - SAS-SE-ME-IQM2-AM
Start Date: 07/02/2024
End Date: 01/01/2025
$14,030.03 GSA 1 $14,030.03
SUGGESTED SUBTOTAL: $14,030.03
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3
GOVERNMENT- PRICE QUOTATION
Granicus at Carahsoft
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
PAGE 2 of 2
QUOTE DATE:
QUOTE NO:
02/16/2024
40958843
Payment Terms: Net 30 (Paymentsforsubscriptions are due at the beginning of the period of performance.) Period of Performance: This Agreement shall become effective on 02 Jan 2024 and continue through 01 Jul 2024. Client will have the option to renew this Agreement for 1 period(s) of 1 year each.
Client must award all upcoming and future subscription terms listed in the proposal to be eligible for the pricing noted herein. 02 Jan 2024 - 01 Jul 2024
For govDelivery Customers Only:
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.
This quote, and all products and services delivered hereunder are governed by the terms negotiated between Carahsoft and the City of Santa Monica on Jan 24, 2024.
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3 THIS IS NOT AN INVOICE Order Form
Prepared for
Santa Monica, CA
Order #: Q-320609
Prepared: 05 Jan 2024
Granicus Order Form for Santa Monica, CA
ORDER DETAILS
Granicus Contact: Korgbae Freeman
Email: [email protected]
Order #: Q-320609
Prepared On: 05 Jan 2024
Currency: USD
Payment Terms: 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.
Period of Performance: This Agreement shall become effective on 02 Jan 2024 and continue through 01 Jul 2024. Client will have the option to renew this Agreement for 1 period(s) of 1 year each.
02 Jan 2024 - 01 Jul 2024
ORDER TERMS
Current Subscription
End Date: 01 Jan 2024
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3 Order Form
Prepared for
Santa Monica, CA
Order #: Q-320609
Prepared: 05 Jan 2024
PRODUCT SUMMARY
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.
Renewing Subscriptions
Solution Period of Performance Billing Frequency Quantity/Unit IQM2 - Agenda & Minutes 02 Jan 2024 - 01 Jul 2024 Annual 1 Each DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3 Order Form
Santa Monica, CA
Order #: Q-320609
Prepared: 05 Jan 2024
PRODUCT DESCRIPTIONS
Solution Description
IQM2 - Agenda & Minutes Easily prepare for meetings, approve agenda items, generate documents, create meeting packets and capture minutes.
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3 Order Form
Santa Monica, CA
Order #: Q-320609
Prepared: 05 Jan 2024
TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms negotiated between Carahsoft and the City of Santa Monica on Jan 24, 2024.
DocuSign Envelope ID: 21977266-6557-42AF-AAB3-F5E5FC0FF6D3