1 SEVENTH MODIFICATION OF AGREEMENT NO. 9784 (CCS)
This Seventh Modification of Agreement Number 9784 (CCS) (“Seventh Modification”), executed on ___________, and effective as of January 2, 2025 (“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: 35437CCD-39D3-4615-9251-469E0FACE882 1/14/2025
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.
I. On or about December 19, 2023, the City and Carahsoft entered into a Sixth Modification of Agreement Number 9784 (CCS) (“Sixth Modification”) which extended the term of the Original Agreement to January 1, 2025 and set the compensation to be paid during the extended term. The Original Agreement, First Modification, Second Modification, Third Modification, Fourth Modification, Fifth Modification and Sixth Modification may be referred to collectively herein as “the Agreement.”
J. The City and Carahsoft desire to modify the Agreement as set forth in this Seventh 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 July 1,2025 (the “Seventh 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 Seventh Modification Extension Term shall not exceed $14,030.03, as set forth in Exhibit A-7, 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, the Sixth Modification and the Seventh Modification shall not exceed $257,550.
Docusign Envelope ID: 35437CCD-39D3-4615-9251-469E0FACE882 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, Assistant City Clerk
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
Exhibit A-7 Terms and Budget
Docusign Envelope ID: 35437CCD-39D3-4615-9251-469E0FACE882 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, the Sixth Modification and this Seventh Modification shall be deemed to refer to Carahsoft.
6. Agreement in Effect. The Agreement, as modified by this Seventh Modification, shall be deemed to have remained in effect throughout the entirety of the contract term, as extended by this Seventh Modification.
7. Execution in Counterparts. This Seventh 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 Seventh 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 Seventh 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 Seventh Modification as of the date and year first written above.
ATTEST:
______________________________
NIKIMA S. NEWSOME
City Clerk
APPROVED AS TO FORM:
DOUGLAS SLOAN
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
DAVID WHITE
City Manager
CARAHSOFT TECHNOLOGY Corp.
VENDOR #359017
By: _______________________________
Natalie LeMay, State & Local Contract
Manager
Docusign Envelope ID: 35437CCD-39D3-4615-9251-469E0FACE882 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 $14,030.03 for the Seventh Modification Extension Term.
Docusign Envelope ID: 35437CCD-39D3-4615-9251-469E0FACE882
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]
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: 49180892
QUOTE DATE: 12/24/2024
QUOTE EXPIRES: 01/31/2025
RFQ NO:
SHIPPING: ESD
TOTAL PRICE: $14,030.03
TOTAL QUOTE: $14,030.03
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE
RENEWING SUBSCRIPTION FEES
1 GR-IQM2-AM IQM2 - Agenda & Minutes each Annual SubscriptionRenewable only Annual Fee: $28,060.07
Granicus - SAS-SE-ME-IQM2-AM
Start Date: 01/02/2025
End Date: 07/01/2025
$14,030.03 GSA 1 $14,030.03
RENEWING SUBSCRIPTION FEES SUBTOTAL: $14,030.03
SUBTOTAL: $14,030.03
TOTAL PRICE: $14,030.03
TOTAL QUOTE: $14,030.03
Period of Performance: This Agreement shall become effective on 02 Jan 2025 and continue through 01 Jul 2025.
This quote, and all products and services delivered hereunder are governed by the terms negotiated between Carahsoft and the City of Santa Monica on December 24, 2024.
Please add the Contract # on the PO
ContractNumber:
GSA MAS 8F: 47QSWA18D008F
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.
Option year pricing is provided with the assumption that your requirements are the same as the base year. If your usage increases Granicus reserves the right to renegotiate your contract based on usage.
Option year pricing does not imply usage can grow beyond your base level.
QUOTE DATE: 11/19/2024
PAGE 1 of 1 QUOTE NO: 49180892
Docusign Envelope ID: 35437CCD-39D3-4615-9251-469E0FACE882 Order #: Q-389939
Prepared: 19 Nov 2024
THIS IS NOT AN INVOICE Order Form
Prepared for
Santa Monica, CA
Granicus Order Form for Santa Monica, CA
ORDER DETAILS
Granicus Contact: Bernadette Foley
Email: [email protected]
Order #: Q-389939
Prepared On: 19 Nov 2024
ORDER TERMS
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.
Current Subscription
End Date: 01 Jan 2025
Period of Performance: 02 Jan 2025 - 01 Jul 2025
Docusign Envelope ID: 35437CCD-39D3-4615-9251-469E0FACE882 Order Form
Order #: Q-389939
Prepared: 19 Nov 2024
PRODUCT SUMMARY
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.
Renewing Subscriptions
Solution Period of Performance Billing Frequency Quantity/Unit IQM2 - Agenda & Minutes 02 Jan 2025 - 01 Jul 2025 Annual 1 Each Docusign Envelope ID: 35437CCD-39D3-4615-9251-469E0FACE882 Order Form
Santa Monica, CA
Order #: Q-389939
Prepared: 19 Nov 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: 35437CCD-39D3-4615-9251-469E0FACE882 Order Form
Santa Monica, CA
Order #: Q-389939
Prepared: 19 Nov 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 December 24, 2024.
Docusign Envelope ID: 35437CCD-39D3-4615-9251-469E0FACE882 Certificate Of Completion
Envelope Id: 35437CCD-39D3-4615-9251-469E0FACE882 Status: Completed Subject: Please Docusign: 9784 (CCS)
Source Envelope:
Document Pages: 10 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 0 Maria Dacanay
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 64.207.219.137
Record Tracking
Status: Original
1/8/2025 3:56:01 PM
Holder: Maria Dacanay
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Santa Monica Location: DocuSign Signer Events Signature Timestamp
Katie Doerr
[email protected]
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 24.10.35.12
Sent: 1/8/2025 4:10:30 PM
Viewed: 1/10/2025 7:54:05 AM
Signed: 1/10/2025 7:55:27 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
DOUGLAS SLOAN
[email protected]
City Attorney
CITY ATTORNEY
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 23.242.193.187
Sent: 1/10/2025 7:55:29 AM
Viewed: 1/10/2025 8:05:10 AM
Signed: 1/10/2025 8:05:56 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sandra Santiago
[email protected]
Executive Administrator to the City Manager
City of Santa Monica
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 38.95.224.253
Sent: 1/10/2025 8:05:58 AM
Viewed: 1/13/2025 1:33:07 PM
Signed: 1/13/2025 1:33:12 PM
Electronic Record and Signature Disclosure:
Accepted: 9/30/2021 8:07:10 AM
ID: 68baa7e8-f461-49b8-8355-b303ce170e27
David White
[email protected]
City Manager
City of Santa Monica
Security Level: Email, Account Authentication
(None), Login with SSO
Signature Adoption: Uploaded Signature Image
Using IP Address: 38.95.224.253
Sent: 1/13/2025 1:33:14 PM
Viewed: 1/14/2025 4:22:28 PM
Signed: 1/14/2025 4:22:32 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
David Yakobson
[email protected]
Signing Group: City Clerk Reviewers
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 38.95.224.253
Sent: 1/14/2025 4:22:33 PM
Viewed: 1/14/2025 4:45:29 PM
Signed: 1/14/2025 4:45:32 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Nikima Newsome
[email protected]
City Clerk
City of Santa Monica
Signing Group: City Clerk Signers
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 38.95.224.253
Sent: 1/14/2025 4:45:35 PM
Viewed: 1/14/2025 4:49:59 PM
Signed: 1/14/2025 4:50:05 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Michael Spenelli
[email protected]
Senior Risk Management Analyst
City of Santa Monica
Security Level: Email, Account Authentication
(None)
Sent: 1/14/2025 4:50:07 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Nicole Hurd
[email protected]
Contracts Coordinator
Contracts Coordinator
Security Level: Email, Account Authentication
(None)
Sent: 1/14/2025 4:50:08 PM
Electronic Record and Signature Disclosure:
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Teresa Villa
[email protected]
Procurement Manager
Security Level: Email, Account Authentication
(None)
Sent: 1/14/2025 4:50:08 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/8/2025 4:10:30 PM
Certified Delivered Security Checked 1/14/2025 4:49:59 PM Signing Complete Security Checked 1/14/2025 4:50:05 PM
Completed Security Checked 1/14/2025 4:50:09 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO City of Santa Monica (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
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If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/13/2018 12:34:51 PM Parties agreed to: Sandra Santiago
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact Carahsoft OBO City of Santa Monica:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of Santa Monica of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
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Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify Carahsoft OBO City of Santa Monica as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO City of Santa Monica during the course of your relationship with Carahsoft OBO City of Santa Monica.