1 SECOND MODIFICATION OF AGREEMENT NO. 9756 (CCS)
This Second Modification of Agreement Number 9756 (CCS) ( Second Modification ), entered into as of _________________ ( Modification Execution Date ), by and between the City of Santa Monica, a municipal corporation ( City ), and HdL Software, LLC ( HdL ) is made with reference to the following:
RECITALS
A. On or about^^November 13, 2013, the City and HDL entered into Agreement Number 9756 CCS) for software maintenance and support services ( Original Agreement ).
B. On or about^^November 12, 2018, the City and HdL entered into a First Modification of Agreement Number 9756 to extend the term and increase the agreement amount to pay for additional services. The Original C. The City and HdL desire to modify the Agreement to extend the agreement term and to increase the agreement amount to cover the annual use fees and any additional services necessary to maintain the existing system.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Section 1 of the Agreement shall be deleted in its entirety and replaced with the following paragraph:
Term. This Agreement begins on the Execution Date and terminates on November 12, 2026, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.
2. Section 5 of the Agreement Fees and Charges shall be deleted in its entirety and replaced with the following paragraph:
Fees and Charges. The maintenance fees shall be as follows: the maintenance fee from the Modification Execution Date through June 30, 2024 shall be prorated at $16,689; the maintenance fee for fiscal year two and three will have a base fee of $28,609 per year with the fee adjusted annually per CPI and will not be less than 2% and no more than 4%. For the period from July 1, 2026 through November 12, 2026, the maintenance fee will be prorated and shall not exceed $13,409.
As outlined in Exhibit B-2 Revised Budget, the maximum fees for each year and the total compensation paid for all Services pursuant to the Agreement and this Second Modification shall not exceed $469,072.
Attachment C
2 3. Exhibit B-2 Revised Budget is attached hereto incorporated herein by this reference.
4. Execution in Counterparts. This Second 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 Second 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).
5. Except as expressly modified by this Second 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 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
HDL Corporation
#VENDOR
By: _______________________________
3 EXHIBIT B-2 Revised Budget
The annual maintenance fee from the Modification Execution Date through June 30, 2024 shall be prorated as set forth below. The maintenance fees for the contract years shall not exceed $90,797. Below is the maximum maintenance fee for each fiscal year and shall not exceed the amount listed below:
Fiscal Year Maximum Maintenance Fee
2023/24* $16,689
2024/25 $29,754
2025/26 $30,945
2026/27* $13,409
TOTAL $90,797
*Fiscal years 2023/24 and 2026/27 are prorated based on the contract start date and end date.