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SR 06-28-2022 5H City Council Report City Council Meeting: June 28, 2022 Agenda Item: 5.H 1 of 4 To: Mayor and City Council From: Joseph Cevetello, Chief Information Officer, Information Services Department David Martin, Director, Community Development Department Subject: Approval of Contract Modification with Open Counter Enterprises, Inc. for Permitting Technology Solutions Recommended Action Staff recommends that the City Council authorize the City Manager to negotiate and execute a fourth modification to agreement #4384 for $228,281 with Open Counter Enterprises, Inc. for a modern technology platform supporting Special Events permitting processes. This will result in an eight-year amended agreement with a new total amount not to exceed $458,381 with future year funding contingent on Council budget approval. Summary The City has engaged OpenCounter since 2017 to develop systems and portals to improve the City’s permitting processes and customer experience. In that time, the City has launched a customer portal for permits and a special events permits portal. Staff recommends modifying the existing contract with OpenCounter Enterprises, Inc. for an amount not to exceed $228,281 through September 2025, for a total contract not to exceed $458,831 and a term of eight years to pay the vendor for prior development work completed and to support 3 years of the Special Events portal. Discussion Under this scope of work, OpenCounter Enterprises, Inc. will maintain the Special Events portal and be reimbursed for additional permitting work performed to date by the vendor. This will allow the public to apply for and pay for special event permits, in an on- 5.H Packet Pg. 158 2 of 4 line self-service manner. The public can perform all necessary permit steps on-line without having to come into City Hall. OpenCounter was initially engaged to build a customer portal that would help those seeking to open businesses in Santa Monica to see land-use restrictions for different addresses, the required permits for various business activities and estimate the permit costs. That portal was launched in 2019 and the City entered into a first contract modification to extend support for this plan check review portal through 2021, but it has not been widely used and is being discontinued. Building on the work previously done with OpenCounter and in an effort to transition from manual to digital processes during the pandemic, the City entered into a second contract modification to build a portal that would help staff and customers track and process special event permit applications. This special events portal launched in 2021 and is now in production. Prior to the launch of the portal, the City entered into a third modification with OpenCounter to add payment processing functions and improved security enhancements that would support the special events portal. While the special events portal was being developed, the City has also been exploring replacement of its permitting and plan check systems. As part of that effort, staff had initial engagements with OpenCounter in several areas for permits issued by the Mobility Division, the Public Works Department, and Community Development Department as part of exploring whether OpenCounter could replace our existing permitting and land use systems. However, staff have determined that it is in the best interests of the City to undertake a request for proposals to fully evaluate the marketplace and identify the best fit for the City. Therefore, staff are requesting a fourth modification to the agreement with OpenCounter to pay for initial work done with departments as part of the permitting assessments as well as to support the Special Events Portal for three more years while the permitting RFP and system implementation is completed. 5.H Packet Pg. 159 3 of 4 Vendor Selection Santa Monica entered into the original agreement with OpenCounter in 2017 under City Manager authority based on an exception to the competitive process due to OpenCounter’s unique zoning and permit discovery technology, along with their experience and focus on working with cities to develop value-add solutions that work with Accela and other widely used permitting systems. OpenCounter is a software development firm that has focused its mission on working with cities to improve the customer experience around permitting and plan check review. They have worked with many cities, including Sacramento, San Jose, San Diego, Detroit, Cincinnati, Orlando, and Atlanta to transform city permitting processes and continue to develop and expand their capabilities with each City partnership. Work has been completed beyond City Manager authorized authority and this modification is needed in order to pay the vendor for completed work. Financial Impacts and Budget Actions Staff seeks authority to approve funding from the General Fund and Water/Wastewater Funds to increase the amount of the agreement with OpenCounter Enterprises, Inc. for development work completed and to support 3 years of the Special Events portal. Future funding for the annual subscription costs is contingent on Council budget approval. Contract Modification Request Agreement # Current Authorized Amount FY21/22 Modified Request Amount Future Years Dept/CIP Account # Total Revised Contract Amount 4384 $67,500 C55000314.589000 $67,500 $75,000 SO019701.689000 $75,000 $38,000 C7100030.689000 $38,000 $49,600 01400015.529230 $49,600 $25,700 $58,500 01140001.529230 $84,200 $38,000 01700002.552010 $38,000 $97,800 01400015.529230 $97,800 5.H Packet Pg. 160 4 of 4 $1,108 01600002.550010 $1,108 $253 51500001.550010 $253 $383 50500001.550010 $383 $6,537 01500031.552010 $6,537 Total: $230,100 $71,981 $156,300 $458,381 Prepared By: Margaret Talamantes, Administrative Services Officer Approved Forwarded to Council Attachments: A. OAKS OpenCounter B. OpenCounter Ct. 4384 C. OpenCounter Ct. 4384 First Modification D. OpenCounter Ct. 4384 Second Modification E. OpenCounter Ct. 4384 Third Modification 5.H Packet Pg. 161 CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Public benefits include: 1. Personal services contracts in excess of $25,000 over any 12-month period; 2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period; 3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period; 4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period; 5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000; 6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or 7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period. Name(s) of persons or entities receiving public benefit: Name(s) of trustees, directors, partners, and officers: Name(s) of persons with more than a 10% equity, participation, or revenue interest: Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY: Bid/PO/Contract # ____________________________ Permit # ___________________________ 5.H.a Packet Pg. 162 Attachment: OAKS OpenCounter [Revision 2] (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 163 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 164 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 165 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 166 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 167 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 168 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 169 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 170 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 171 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 172 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 173 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 174 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 175 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 176 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 177 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 178 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 179 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 180 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 181 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 182 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 183 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 184 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 185 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 186 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 187 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 188 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 189 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 190 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 191 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 5.H.b Packet Pg. 192 Attachment: OpenCounter Ct. 4384 (4986 : OpenCounter Contract Modification for Special Events Permits) 1 FIRST MODIFICATION OF AGREEMENT NO. 4384 This First Modification of Agreement Number 4384 (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Open Counter Enterprises, Inc. (OpenCounter) is made with reference to the following: RECITALS A. On or about September 13, 2020, the City and OpenCounter entered into Soft- ware License Agreement Number 4384 (“Original Agreement”) for access to cer- tain software-based services provided by City and accessed via the Internet and re- lated professional services. B. The City and OpenCounter desire to modify the Original Agreement to extend its subscription to the OpenCounter Zoning and Business Portals for one additional year and increase the contract price to pay for the additional term. TERMS AND CONDITIONS Now, therefore, the undersigned parties do hereby mutually agree to modify the Orig- inal Agreement as follows: 1. Section 18 of the Original Agreement entitled “Term and Termination; Rights Upon Termination” shall be deleted in its entirety and replaced with the following paragraph: Term. The Term of this Agreement begins on the Execution Date and terminates on September 12, 2021 unless terminated earlier as set forth in the Agreement or extended by the parties in writing. 2. Section 2 of the Original Agreement entitled “OpenCounter Services” shall be modified by adding the following paragraph: Additional Services. OpenCounter will perform all of the additional services (“Additional Services”) described in Exhibit A-1, Scope of Ser- vices. 3. Section 6 of the Original Agreement entitled “License Fees and Support Service Fees” shall be modified by adding the following paragraph: Compensation. The City will compensate OpenCounter for the Addi- tional Services in an amount not to exceed $38,000, as set forth herein. The total contract price for services pursuant to the Original Agree- ment and this First Modification shall not exceed $180,500. DocuSign Envelope ID: 6B2873A9-8B7F-4D8B-983F-9C413FDF7F6F 9/30/2020 5.H.c Packet Pg. 193 Attachment: OpenCounter Ct. 4384 First Modification [Revision 1] (4986 : OpenCounter Contract Modification for Special Events Permits) 2 4. Except as expressly modified by this First Modification, all other terms and condi- tions of the Original Agreement shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First 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 OpenCounter Corporation #VENDOR By: _______________________________ DocuSign Envelope ID: 6B2873A9-8B7F-4D8B-983F-9C413FDF7F6F George Cardona Interim City Attorney 9/27/2020 9/28/2020 CEO Open Counter Enterprises Inc. Joel Mahoney Lane Dilg Interim City Manager 9/30/2020 Denise Anderson-Warren City Clerk 9/30/2020 5.H.c Packet Pg. 194 Attachment: OpenCounter Ct. 4384 First Modification [Revision 1] (4986 : OpenCounter Contract Modification for Special Events Permits) 3 Exhibit A-1 Scope of Services OpenCounter will continue to make available to the City of Santa Monica licensed access to the following Hosted Services: Company Zoning Portal The Company Zoning Portal renders complex land use regulations in the browser and makes regulations responsive to citizen inquiries. Specifically, the Company Zoning Portal helps applicants navigate the site selection process by answering the seemingly simple question: "Where is my project permitted?" It does so by analyzing and importing the logical structure of the mu- nicipal code, factoring in the kind of project constituent end users want to pursue and secondary issues that may have huge implications for like use, such as whether a restaurant will serve alcohol, or have live entertainment. Powered by a patent-pending geospatial rules engine, the Company Zoning Portal brings a new level of service to appli- cants, freeing them from parsing through dense code publishing sites and normalizing the process to an intuitive mapping interface while putting applicants in touch with City Subject Matter experts to facilitate formal zoning and land use appli- cations. Company Business Portal The Company Business Portal helps entrepreneurs understand the costs and complexity of establishing or growing a busi- ness. The Company Business Portal guides applicants through an intuitive permit discovery process, and estimates the time and cost associated with the specifics of their project. Once applicants are ready to proceed, it also instructs them on the next steps for the permits and licenses that have been triggered. DocuSign Envelope ID: 6B2873A9-8B7F-4D8B-983F-9C413FDF7F6F 5.H.c Packet Pg. 195 Attachment: OpenCounter Ct. 4384 First Modification [Revision 1] (4986 : OpenCounter Contract Modification for Special Events Permits) 1 SECOND MODIFICATION OF AGREEMENT NO. 4384 This Second Modification of Agreement Number 4384 (“Second Modification”), en- tered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Open Counter Enterprises, Inc. (“OpenCounter”) is made with reference to the following: RECITALS A. On or about September 13, 2017, the City and OpenCounter entered into Soft- ware License Agreement Number 4384 (“Original Agreement”) for access by City to certain software-based services provided by OpenCounter and accessed via the Internet and related professional services. B. On or about September 30, 2020, City and OpenCounter executed a First Modifi- cation of Agreement No. 4384 (“First Modification”), which extended City’s access to the OpenCounter Zoning and Business Portals for one additional year through September 30, 2021 and increased the contract price to pay for the additional term. The Original Agreement as modified by the First Modification is referred to as the Agreement. C. City and OpenCounter now desire to modify the Agreement to expand the OpenCounter software-based services to which City has access to include the “Spe- cial Events Portal” module increase the contract price by $49,600 to pay for City’s access to the additional module, and extend the term of the Agreement as it ap- plies to City’s access to the “Special Events Portal” only from July 1, 2021 to Sep- tember 12, 2022. TERMS AND CONDITIONS Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows: 1. Section 18 of the Agreement entitled “Term and Termination; Rights Upon Ter- mination” shall be deleted in its entirety and replaced with the following para- graph: Term. The Term of this Agreement begins on the Execution Date and, with respect to City’s access to and use of the “Special Events Portal,” terminates on September 12, 2022, unless terminated earlier as set forth in the Agreement or extended by the parties in writing. Open- Counter and City agree that City’s access to and use of the Zoning and Business Portals will terminate on September 30, 2021, as provided in the First Modification, unless extended by the parties in writing. 2. Section 2 of the Agreement entitled “OpenCounter Services” shall be modified by adding the following paragraph: Additional Services Two. OpenCounter will perform all of the addi- DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 6/30/2021 5.H.d Packet Pg. 196 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 2 tional services (“Additional Services Two”) described in Exhibit A-2, Scope of Additional Services. 3. Section 6 of the Agreement entitled “License Fees and Support Service Fees” shall be modified by adding the following paragraph: Additional Compensation. The City will compensate OpenCounter for the Additional Services Two in an amount not to exceed $49,600, as set forth in Exhibit B-2 - Budget. The total contract price for services pursuant to the Agreement and this Second Modification shall not ex- ceed $230,100. 4. New Section 24.2 entitled “Data Breach Obligations” shall be added to the Agreement to read as follows: 24.2 Open Counter’s Data Breach Obligations – In the event that any personal identifying information (“PII”) provided to OpenCounter is subject to unauthorized acquisition, access, use, or disclosure that compromises the security, confidentiality, or integrity of such PII (a “Data Breach”), OpenCounter shall promptly notify the City as soon as practical and cooperate with any remedial and notification require- ments needed to remediate the Data Breach. 5. Exhibit A-2, Scope of Additional Services, and Exhibit B-2 - Budget are attached hereto and incorporated both herein and into the Agreement by reference. Ac- cordingly, Section 23 of the Agreement entitled “Exhibits” shall be modified to read as follows: 23. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein. Exhibit A Proposal of OpenCounter Exhibit A-1 Additional Services Exhibit A-2 Additional Services Two Exhibit B License Fees and Support Services Fees Exhibit B-2 Budget Exhibit C Vendor’s Support Policy as of the Effective Date Exhibit D Insurance Requirements DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5.H.d Packet Pg. 197 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 3 6. Except as expressly modified by this Second 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 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 OpenCounter Corporation #VENDOR By: _______________________________ DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 6/29/2021 Interim City Attorney George S. Cardona Joel Mahoney Open Counter Enterprises Inc. 6/29/2021 CEO John Jalili 6/30/2021 Interim City ManagerCity Clerk 6/30/2021 Denise Anderson-Warren 5.H.d Packet Pg. 198 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 4 Exhibit A-2 Scope of Additional Services OpenCounter agrees to provide the Additional Services described below through September 12, 2022: DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5.H.d Packet Pg. 199 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 5 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5.H.d Packet Pg. 200 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 6 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5.H.d Packet Pg. 201 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 7 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5.H.d Packet Pg. 202 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 8 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5.H.d Packet Pg. 203 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 9 DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5.H.d Packet Pg. 204 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 10 Exhibit B-2 Budget OpenCounter will provide the Additional Services for the compensation out- lined below. The total compensation paid to OpenCounter for the Additional Ser- vices shall not to exceed $49,600. The total compensation paid to OpenCounter un- der the Agreement and this Second Modification shall not exceed $230,100. DocuSign Envelope ID: 4B0D9CFE-D98A-4A33-A003-4FB10F96231D 5.H.d Packet Pg. 205 Attachment: OpenCounter Ct. 4384 Second Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 1 THIRD MODIFICATION OF AGREEMENT NO. 4384 This THIRD MODIFICATION of Agreement Number 4384 (“Third Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Open Counter Enterprises, Inc. (“OpenCounter”) is made with reference to the following: RECITALS A. On or about September 13, 2017, City and OpenCounter entered into Software License Agreement Number 4384 (“Original Agreement”) for access by City to cer- tain software-based services provided by OpenCounter and accessed via the Inter- net and related professional services. B. On or about September 30, 2020, City and OpenCounter executed a First Modifi- cation of the Original Agreement (“First Modification”), which extended City’s ac- cess to the OpenCounter Zoning and Business Portals for one additional year through September 30, 2021 and increased the contract price to pay for the addi- tional term. C. On or about June 30, 2021, City and OpenCounter executed a Second Modifica- tion of the Original Agreement (“Second Modification”), which increased the con- tract price to pay for an additional module and extend the term applicable to the Special Events Portal through September 12, 2022. The Original Agreement, as modified by the First Modification and the Second Modification, is referred to as the Agreement. D. City and OpenCounter now desire to modify the Agreement to expand its scope for an OpenCounter Online Payments- Paymentus Integration project delivered by OpenCounter at no additional cost to the City on or before September 12, 2022. TERMS AND CONDITIONS Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows: 1. Section 2 of the Agreement entitled “OpenCounter Services” shall be modified by adding the following paragraph: Additional Services Three. OpenCounter will perform all of the addi- tional services (“Additional Services Three”) described in Exhibit A-3, Scope of Additional Services - Online Payments- Paymentus Integra- tion. 2. Section 18 of the Agreement entitled “Term and Termination; Rights Upon Ter- mination shall be deleted in its entirety and replaced with the following paragraph: Term. The Term of this Agreement begins on the Execution Date and, with re- spect to City’s access to both: (1) use of the “Special Events Portal,” and (2) the DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 9/20/2021 5.H.e Packet Pg. 206 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 2 Online Payments- Paymentus Integration project outlined in Additional Services Three, terminates on September 12, 2022, unless terminated earlier as set forth in the Agreement or extended by the parties in writing. Open-Counter and City agree that City’s access to and use of the Zoning and Business Portals will termi- nate on September 30, 2021, as provided in the First Modification, unless extend- ed by the parties in writing. 3. Exhibit A-3, Scope of Additional Services, and Exhibit B-3 - Budget are attached hereto and incorporated both herein and into the Agreement by reference. Ac- cordingly, Section 23 of the Agreement entitled “Exhibits” shall be modified to read as follows: 23. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein. Exhibit A Proposal of OpenCounter Exhibit A-1 Additional Services Exhibit A-2 Additional Services Two Exhibit A-3 Additional Services Three Exhibit B License Fees and Support Services Fees Exhibit B-2 Budget Exhibit B-3 Revised Budget Exhibit C Vendor’s Support Policy as of the Effective Date Exhibit D Insurance Requirements 4. Exhibit B-2 Budget is modified as reflected in Exhibit B-3 Revised Budget to reflect that Additional Services Three will be provided without any additional charge to City. All references to Exhibit B-2 shall refer to Exhibit B-3. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 207 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 3 5. Except as expressly modified by this Third Modification, all other terms and con- ditions of the Agreement shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this THIRD 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 OpenCounter Corporation #VENDOR By: _______________________________ DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 George S. Cardona Interim City Attorney 9/16/2021 Joel Mahoney Open Counter Enterprises Inc. 9/16/2021 CEO 9/20/2021 Interim City Manager John Jalili 9/21/2021 Denise Anderson-Warren City Clerk 5.H.e Packet Pg. 208 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 4 Exhibit A-3 Scope of Additional Services OpenCounter agrees to provide the Additional Services described below through September 12, 2022: See Next Page DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 209 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) Santa Monica, California Statement of Work for OpenCounter Online Payments - Paymentus Integration Version 1.1 DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 210 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 2 Revision History 4 Document Purpose 5 Contact Information 5 Project Approach 5 Vendor Project Management Responsibilities 6 Client Project Management Responsibilities 6 Scope 6 Guided Checkout Workflow 7 Branding 7 Website Hosting 8 Payment Receipts 8 Business Rules 9 Recurring payments 9 Maximum Payment Amount 9 Tender Type Restrictions 10 Payment Types 10 Payment Processing 10 Integrations 12 Additional Functionality 14 Training 14 Schedule 14 Project Kickoff and Discovery 14 Project Schedule 15 Appendix A: Supported Functionality 17 Appendix B: Additional Functionality 17Appendix C: Integration Assumptions 20 Appendix D: Flat File Integration 21 Lookup File 21 Vendor Responsibilities 21 DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 211 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 3 Client Responsibilities 21 Field Specifications: 21 Postback 22 Vendor Responsibilities 22 Client Responsibilities 23 File Specifications 23 Appendix E: Project Schedule 20 DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 212 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 4 Revision History Date Changes Editor Version Number 2021.03.17 Initial draft MJ 1.0 2021.06.11 Finalize edits MJ 1.1 DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 213 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 5 THIS STATEMENT OF WORK (this “Statement of Work”) is entered as of the date on which both parties have signed below by and between Open Counter Enterprises, Inc. (“Vendor” or “OpenCounter”) and the City of Santa Monica (“Customer” or “Client” or “client” City”) and is subject to, and made a part of, the Master Services Agreement effective as of [DATE] between Vendor and Customer (the “Agreement”). Capitalized terms used, but not defined, in this Statement of Work have the meanings given such terms in the Agreement. Document Purpose The purpose of this document is to establish the scope for an OpenCounter Online Payments project delivered byOpenCounter. This document will be used for any new project, including new implementations and updates to existing implementations. This document will establish the high level scope of the project. It will be signed at the beginning of the project and will drive all subsequent implementation activities - the project kickoff and the coordination of Vendor project team resources. Appendix A contains information regarding the supported functionality of our systems. Vendor is not expected to deliver functionality beyond the items listed in Appendix A unless explicitly documented in Appendix B. Any changes made to this document following the initial approval will require a Change Order. These changes may result in modifications to project schedule and/or pricing for the project. CityBase, Inc. (“CityBase”), a Company Affiliate, will provide Third Party Features. Contact Information Primary CityBase POC: Name: Jim Murphy Phone No.: 312 860 8286 Email: jim.murphy@thecitybase.com Vendor Project Manager Name: Matt Lesiczka Phone No.: 978 852 5330 Email: mattl@opencounter.com Client Decision Maker Name: Joseph Cevetello Email: Joseph.Cevetello@santamonica.gov Client Technical POC Name:Sreekanth Maddali Email:Sreekanth.Maddali@santamonica.gov Project Approach Vendor will support online payments for Santa Monica, California. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 214 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 6 Vendor will leverage the Standard Checkout solution to provide a secure, PCI compliant method of payment processing for the City and will route transactions to Paymentus for processing. Vendor Project Management Responsibilities Vendor will have a Project Manager assigned to this engagement. The project manager’s roles and responsibilities include: 1. Coordinating the development of the project plan in consultation with Client project manager and team members 2. The timely delivery of items identified as in scope within this Statement of Work 3. Providing Client with timely and detailed descriptions of action items assigned to them throughout the project 4. Advising Client of expected completion dates for items identified in this Statement of Work and in the project plan 5. Advising Client of the impact on expected delivery dates when prerequisite tasks, such as the completion of discovery or approval on documentation, are advanced or delayed 6. Monitoring the progress of the project and advising Client of risks to its on-time completion 7. Coordinating the completion and approval of change orders Client Project Management Responsibilities 1. The timely delivery of items assigned to Client 2. Advising the project team of expected delivery dates for items assigned to Client 3. Ensuring that change orders contain a full specification of the changes required 4. Ensuring that all Client team members have a clear understanding of their responsibilities to the project 5. Coordinating with team members within various departments and vendors at Client 6. Identifying appropriate resources for the project both internally and with third party vendors Scope Vendor supports three forms of online payment. Standard, Guided and Profile. The functionality for each type is outlined below. Standard Payment Guided Payment Profile Payment Collect amount due and line item details via POST from source system ✔ Support one or more line items in payment ✔ ✔ ✔ Collect payment from customer for card or bank ✔ ✔ ✔ DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 215 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 7 Email receipt to customer ✔ ✔ ✔ Redirect customer after payment ✔ ✔ ✔ Research, Report, Reconcile in Revenue Management ✔ ✔ ✔ Update source system after payment is complete ✔ ✔ ✔ Vendor is Payment Processor or Gateway ✔ ✔ ✔ Look up your balance from a source system, or enter in the amount due ✔ Store Payment Instruments, and demographics for future payments ✔ AutoPay ✔ Perform lookup to source system to determine amount due ✔ ✔ Payment Workflows Supported x Standard � Guided � Profile Branding The online payment experience can be branded to meet the client’s branding guidelines. Detailed requirements will be collected during the discovery phase of the project and documented in the Client Branding Worksheet as shown in Appendix G. Website Hosting Vendor will host the website within our Amazon Web Services (AWS) infrastructure. The Vendor platform will use a subdomain supplied by the client, providing a seamless and native payment experience for the client’s customers. The client is responsible for pointing a DNS record to the CityBase Amazon load balancer that hosts our cloud-based application. This will allow CityBase to use the subdomain for the customers’ interface. The client will also be required to generate 2 additional CNAME DNS records for the purpose of domain validation, so that CityBase can issue an SSL certificate for the sub domain. CityBase will handle generating and renewing the certificate Website URL/Subdomain pay.<yourdomain>.gov To be determined during discovery DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 216 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 8 Payment Receipts Receipt Type X E-mail Users will receive a payment receipt for each payment processed. The contents of the receipts are outlined below: ● All receipts: ○ Client name ○ Client business address ○ Transaction date and time ○ Transaction number ○ Account number (masked) ○ Amount paid ○ Authorization number (for credit card payments only) ○ Client Customer support phone number ○ “Reply to” email address for client ○ Client logo and banner colors ■ Header Image ■ Header Color ■ Support Contact ■ Text in footer Business Rules There are business rules that can be established in the workflow. These are intended to control what actions end users are able to make in the workflow. Maximum Payment Amount The maximum amount that can be paid in one transaction. For example, a maximum of $500 dollars can be made in one transaction. If there is a per transaction limit, please provide it below. � N/A - There are no per transaction limits Tender Type Per Transaction Limit Maximum Amount $500,000 – Credit Cards and $1,000,000 for eChecks Payment Types � N/A - No changes to existing applications are included DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 217 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 9 Number of agencies 1 List of obligation types for each agency (water, business permit, parking ticket, etc.) Permits Number of CityBase Payment workflows required 0 (payments will be made via Standard Checkout) Payment Processing � N/A - Client is already setup for Payments and no changes are needed Tender Types Accepted (check all that apply) x Check (Personal and Business) x Visa / MasterCard / Discover x American Express American Express Onboarding � OptBlue � Client American Express MIDs x Other: Paymentus Payment Processor (applies to Credit Card only) � CityBase via Fiserv � CityBase via Chase x Other: _Paymentus__________ Check Payments � ACH via Chase � CityBase will generate NACHA x Other: __Paymentus___________ ACH Return Reporting in Revenue Management Dashboard x None � Displayed via automated bank file import Bank Account deposits x Single bank account � Multiple bank accounts Fees shown to / paid by Payer - Credit Card � N / A � Amount: ______ / txn x Amount: _2.95%_____ % � Fee is a separate transaction Fees shown to / paid by Payer - Check x N / A � Amount: ______ / txn DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 218 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 10 � Amount: ______ % ($__ minimum) Reporting in Revenue Management Dashboard x Standard (see Appendix A) � Enhanced* * May be subject to additional fees DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 219 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 11 Integrations � N/A - No new or updated integrations are included with this project Number of source system integrations 1 For each source system integration, list the source system name, lookup method, postback method Source System: __Opencounter___________ Lookup: x None � API � Flat file � Other: ___________ Postback: � None x API � Flat file � Other: ___________ Integration Complexity:* x Low � High Supported lookup methods* None (Standard Checkout) Number of financial system integrations (if separate from the source system) 0 *Complexity for integrations are outlined in Appendix D. If an integration is qualified as low complexity, but the assumptions do not hold true during the implementation, additional fees may be charged. If there is a material change in the complexity of the integration, or if there are delays to discovery during the project, a minimum fee of $5,000 may be assessed by Vendor, in addition to Professional Services hours required to complete the application integration. Examples of material changes or delays include: ● Changes to the integration complexity, as defined by the assumptions below ● Changes to the integration documentation as outlined in the Statement of Work ● Failure to deliver integration documentation in a timely manner, as outlined in the Discovery phase in the project schedule ● Lack of access to or intermittent issues with the API test environments ● Inability to deliver sample files or API calls to support Vendor integration development in a timely manner, as outlined in the Discovery phase in the project schedule DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 220 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 12 Additional Functionality Does this project include functionality beyond what is outlined in Appendix A of this document? � Yes (See Appendix B) x No Training Vendor’s standard training model is to train the trainers and/or advanced users within the Client organization in all aspects of the applications that are delivered. Training is provided in live training sessions (either in person or remotely), along with user guides and training videos that provide overviews of the product offerings. These guides serve as reference points for Client staff after go-live to specify product features and functionality. Updated guides are provided as new product offerings are made available on the Vendor platform. Vendor’s Project Manager will determine at which point in the implementation the delivery of training is most appropriate. Vendor provides two one-hour training sessions, both on the same calendar day, to train Client staff. Having received the train-the-trainer training, the Client is responsible for training the Client staff. Schedule Project Kickoff and Discovery Upon contract execution, Vendor will schedule a kickoff meeting. The purpose of the kickoff meeting is to introduce you to the Vendor implementation team that will manage your project and establish clear expectations, next steps and timelines for the project going forward. This kickoff meeting also represents day 1 of the project as indicated in the project plan. Vendor expects the following attendees from your organization to join the kickoff meetings: ● Finance representatives - the individuals in your organization responsible for your bank accounts and reconciliation ● Technical representatives - the individuals in your organization who manage your source system and/or your billing system vendors The most important aspect of the project kickoff is to begin the Discovery phase. During Discovery, Vendor expects you, the Client, to provide crucial information needed to implement your kiosks. CityBase accounts for 2 weeks in our project timeline for you to complete the Discovery documents. If the items below are not completed within this window, your project will be delayed. Samples of each document are included in the appendices. The documents that must be filled out will be provided to you upon contract signature. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 221 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 13 Your Project Manager, named above, will be responsible for collecting the requested information below. Coordination with your vendors or other internal stakeholders is the responsibility of your project manager. Deliverable Description Web Configuration Worksheet Specific requirements related to the web page branding, including but not limited to: ● Header logo ● Footer logo ● Favicon The branding integration worksheet is shown in Appendix G. Upon receipt of these deliverables, Vendor will review the information provided for accuracy and consistency. Project Schedule The project schedule is provided in Appendix E. Dates will be adjusted to reflect the actual SOW execution date at the time of contract signature. Any delays to the Discovery timeline that are caused by the client will impact the project schedule and may have a corresponding cost associated. Schedule Dependencies � Technical systems changing or upgrading during project � Project includes replacement of existing vendor Contract expiration: _______ � Key business dates or dependencies ____Vendor is in the process of building a PaymentUs integration. That integration will be leveraged for this project. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 222 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 14 Signature Page This Statement of Work has been approved by OpenCounter. This document accurately reflects the current understanding of the project scope. The document is eligible for signature up to 30 days after receipt by the Client. After 30 days, the terms and conditions of this document will need to be revisited. Following approval of this document, any requested changes or deviations from the scope outlined will be evaluated by Vendor and approved and/or implemented on a case by case basis. OpenCounter Signature Name Title Date City of Santa Monica Signature Name Title Date DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 223 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 15 Appendix A: Supported Functionality Lookup Methods Lookups can be performed by any searchable field that is available via integration. Commonly used lookup methods include Account Number, Address, or Phone Number Clients can choose to require an additional data point as secondary validation. Lookup search results display data that is directly returned from the source system. The application will not manipulate this data. Display Account Details Profile will display account details including account number, account balance, and line items totalling the total amount due. Displaying these account details requires that the source system returns the data in the lookup response. Postback Methods Vendor can perform a real-time post back to the source system. This is dependent on the source system having an endpoint available and accessible to Vendor. Flat file reporting of Transactions Vendor can provide flat file transaction reports that align with the calendar day or batch cutoff time. Files will include all successful transactions for the reporting period. Files can be comma or pipe delimited. Files can be posted to a Vendor or Client SFTP. Receipts Email receipts are available. Customers will only receive one receipt per transaction. The visual layout of receipts cannot be modified. Clients configuration options include branding for email receipts, showing/hiding specific fields and customizing specific text. Reporting The following standardized reports are available and included at no cost: ● Revenue Collected ● Last Refresh ● Total Transactions ● Transaction Value and Volume ● Payment Totals and Sources ● All Payments ● Average Transaction Time in Seconds ● Incremental New Users ● Monthly Transactions by Tender DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 224 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 16 ● Transactions by Day of Week ● Transactions by Hour ● Chargeback Report - This report is only included if Vendor is the PayFac ● NACHA File Reconciliation Report Additional reports may be configured and could have an additional cost associated. Credit Card Chargebacks If Vendor is acting as the payment processor, chargeback information will be provided to the client through Revenue Management. Disputing chargebacks is the responsibility of the Client. Chargebacks can be disputed through our Acquiring partner, Fiserv. If Vendor is not acting as the payment processor, chargebacks are reported on and managed through your processing partner. Vendor is not involved in the chargeback process. Recurring payments Vendor recurring payments allow users with profiles to use a stored payment method to automatically process their transactions against their accounts. Once the payment is attempted, users are provided either a receipt if their payment is successful or an emailed notification if their payment failed. Notifications (Profile) Users can take a number of actions on their profile. To keep customers up to date on their activity, Vendor sends notifications out to the user for their activity. These notifications include: ● Registration (verify your email address) ● Welcome (your email has been verified) ● Reset password ● Payment receipt ● Autopayment failure ● Card attached to an autopay is about to expire ● Autopay has been turned on ● Autopay has been turned off ● Your password has been changed ● Upcoming autopayment reminder Note: These notifications are all required when using the Vendor profile offering. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 225 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 17 Appendix B: Additional Functionality None. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 226 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 18 Appendix C: Integration Assumptions Below is our framework for estimating development and integration work for the Vendor Platform. Low-Complexity Integrations Assumptions ● Vendor or client provides integration documentation for the system. Client is responsible for coordinating with the CIS vendor to provide technical specifications for all integration components. ● Sample API calls are provided in an industry standard and acceptable format such as: ○ SOAP API: SOAP UI ○ REST API: Postman ● Lookups and postbacks use: ○ A REST API ■ Sample API calls provided ○ A SOAP API ■ Sample API calls provided ○ A flat file lookup ■ Sample file provided ● No custom business logic is required. The results are displayed as returned from the source system. ○ For example, Vendor receives the amount due for the obligation from the underlying system. No calculation is required to determine the amount paid. ● Source system is Live and unchanging during implementation ● Vendor has access to a test environment for integration development that has all of the same capabilities as production High-Complexity Integrations Assumptions ● Documentation provided by the County or its vendors is non-standard / is created specifically for this project ● Lookups and postbacks use: ○ DataBase Table query or view ● Vendor must do a translation or transformation of the results ● Source system is not yet live or undergoing an update during Vendor implementation ● There is no test environment available, or the test environment contains a subset of the functionality available in production DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 227 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 19 Appendix D: Source System Integration CityBase will be integrating with Opencounter using a combination of Standard Checkout and the CityBase Payment Response Webhook. This integration will allow CityBase to process payments and report payment activity back to Opencounter. The following pages contain the specifications for both integrations. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 228 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 20 Appendix E: Project Schedule The table below describes the timeline for your project. Once we have reached a signed agreement with you, we will schedule our resources per this timeline and apply them to a Project Schedule and Gantt Chart. That schedule will be reviewed with you in the Project Kickoff meeting. We have also attached a Work Breakdown Structure to specify the tasks associated with each phase of your project. Phase Duration Description Kickoff Within 2 weeks Upon execution, we will work with your team to schedule a project kickoff meeting. Discovery: Client Deliverables submitted 2 Weeks As mentioned above, the first part of Discovery requires a list of deliverables from the client where we finalize the requirements for your solution and gather the remaining information we need. Our schedule assumes that this information is provided within 2 weeks of the Project Kickoff. Discovery: Approve Deliverables 2 Weeks Upon receiving Client Deliverables, Vendor will review those deliverables and work with you to resolve any issues or open items. Waiting for Build Variable We will not start to build your solution until Discovery is complete. Since we have many projects happening in parallel we cannot always guarantee that the build will start immediately following the completion of Discovery. Once you sign an agreement, your spot in the build schedule will be reserved and will be dependent on Discovery completing within the 4 week timeline described above. Your Project Manager will work with you to ensure you remain on target for these timelines. Build / Test 2 weeks Once we have started the Build process, we estimate 5 weeks to build and test your solution before making it available in a test environment Go Live Go Live will happen upon the completion of successful UAT. Total to Go-Live 10 weeks Project Closeout 2 weeks Following a successful Go-Live, we will close out the project and transition you to our Customer Support and Engagement Teams. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 229 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 21 Appendix F: Source System Integration Worksheet This page is intentionally left blank DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 230 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 22 Appendix G: Web Configuration Worksheet This page is intentionally left blank DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 231 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits) 1 Exhibit B-3 Budget OpenCounter will provide the Additional Services Three to implement and complete the Online Payments - Paymentus Integration project described in Exhibit A- 3 for no additional fee. The total compensation paid to OpenCounter under the Agreement and this Third Modification shall not exceed $230,100. DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5.H.e Packet Pg. 232 Attachment: OpenCounter Ct. 4384 Third Modification (4986 : OpenCounter Contract Modification for Special Events Permits)