HomeMy WebLinkAboutAGR-6838.2 - OPENGOV, INC. - SOFTWARE AGREEMENTSECOND AMENDMENT
TO
SOFTWARE SERVICES AGREEMENT
THIS SECOND AMENDMENT TO SOFTWARE SERVICES AGREEMENT (the
“Second Amendment”) is made and entered into as of ________________, 2024 (“Effective Date”)
by and between the CITY OF ORANGE, a municipal corporation (“City”), and OPENGOV, INC., a
Delaware corporation (“Contractor”), with reference to the following.
A. City and Contractor entered into a Software Services Agreement (Agreement No. 6838)
dated as of September 19, 2019, which is incorporated herein by this reference (the “Original
Agreement”); and
B. City and Contractor amended the Original Agreement to extend the term and increase
the compensation by a First Amendment to Software Services Agreement (Agreement No. 6838.1)
dated July 7, 2020, which is incorporated herein by this reference (the “First Amendment”); and
C. City and Contractor desire to amend the First Amendment to modify, amend and
supplement certain portions by extending the term and increasing the compensation.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth for such terms in the Original Contract.
Section 2. Cross-References. City and Contractor agree that all references in this Second
Amendment are deemed and construed to refer to the Original Contract, as implemented by this
Second Amendment.
Section 3. Extended Term. Upon expiration of the Initial Term on September 14, 2024,
the City exercises its option to extend the term of this Agreement from September 15, 2024 to
September 14, 2025.
Section 4. Compensation. Pursuant to Section 6.1(b) of the Original Agreement, the total
not-to-exceed compensation for the services to be rendered in the First Extended Term shall not exceed
EIGHTY-TWO THOUSAND THREE HUNDRED NINETY-NINE DOLLARS and 20/100
($82,399.20) without the prior written authorization of City.
Section 5. Integration. This Second Amendment amends, as set forth herein, the Original
Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full
force and effect. To the extent that there is any conflict or inconsistency between the terms and
provisions of this Second Amendment and the terms and provisions of the Original Agreement, the
terms and provisions of this Second Amendment shall control and govern the rights and obligations
of the parties.
Docusign Envelope ID: ECFCEF1F-8918-4F49-8C3F-9C27DDB211C7
November 26
AGR-6838.2
2
IN WITNESS of this Contract, the parties enter into this Contract on the year and day first
above written.
“CONTRACTOR” “CITY”
OPENGOV, INC., a Delaware corporation CITY OF ORANGE, a municipal corporation
*By: By:
Printed Name: Daniel R. Slater, Mayor
Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Nathalie Adourian
Senior Assistant City Attorney
*NOTE: If CONTRACTOR is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or
an Assistant Treasurer. If only one corporate officer exists or one corporate officer
holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter into this
Agreement. A copy of the corporate resolution, certified by the Secretary close in
time to the execution of the Agreement, must be provided to the City.
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Docusign Envelope ID: ECFCEF1F-8918-4F49-8C3F-9C27DDB211C7
Elise Cole
CAO
Sam Kramer
SVP, Finance