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DS Open Town Hall 2018; Amendment 2OPENGOV, INC. Amendment 2 TO OPENGOV, INC. SOFTWARE AGREEMENT Amendment 2 to the OpenGov, Inc. Software Agreement with The City of San Rafael, CA This Amendment 2 ("Amendment 2") dated I AV ,h V1, 2 -MA ("Amendment 2 Effective Date"), to that OpenGov, Inc. Software Agreement between the parties dated February 1, 2018 as amended by Amendment 1 dated June 19, 2018 ("Agreement") is made by and between OpenGov, Inc. a Delaware Corporation ("OpenGov") and City of San Rafael, CA ("Customer"). 1. Definitions. The definitions of certain terms used in this Amendment with initial capitalized letters, if not defined herein, shall have the definitions set forth in the Agreement. 2. Product: Delete the following table as specified in Amendment 1: Product Total OpenGov Reporting & Analysis and Bud et Builder 2/1/2018 1/31/2019 $18,500.00 $18,500.00* CREDIT for Prepaid Unused Fees for OpenGov Reporting & Analysis and Budget Builder Services from 2/1/2018 through 2/1/2018 9/24/2018 $29,166.67 -$15,194.52 9/24/2018 at $23,500.00 Annual Rate OpenGov Performance Measures 2/1/2018 1/31/2019 $16,000.00 $16,000.00* OpenGov Open Town Hall (Pilot)** 7/1/2018 1/31/2019** $0.00 $3,000.00 Annual Fee $37,500.00 Grand Total $22,305.48* Billing Frequency Annual *Note: Customer has already paid OpenGov $19,305.48 **The Open Town Hall Pilot shall terminate on 1/31/2019 and shall not be subject to auto -renewal. (1) Customer shall pay OpenGov a fee of $3,000.00 for OpenGov Open Town Hall for the period from July 1, 2018 until January 31, 2019, on July 1, 2018. and replace it with the following table: Product.. Total OpenGov Reportinq & Analysis and Budget Builder 2/1/2018 1/31/2019 $18,500.00 $18,500.00* CREDIT for Prepaid Unused Fees for OpenGov Reporting & Analysis and Budget Builder Services from 2/1/2018 through 2/1/2018 9/24/2018 $29,166.67 -$15,194.52 9/24/2018 at $23,500.00 Annual Rate OpenGov Performance Measures 2/1/2018 1/31/2019 $16,000.00 $16,000.00* OpenGov Open Town Hall (Pilot)** 7/1/2018 1/31/2019** $0.00 $3,000.00* OpenGov Reporting & Analysis and Transparency, Performance Measures, and StoryBuilder 2/1/2019 1/31/2020 $30,000.00 $30,000.00 Annual Fee $30,000.00 Grand Total $30,000.00 Billing Frequency Annual *Note: Customer has already paid OpenGov $22,305.48 for the period through 1/31/2019 —The Open Town Hall Pilot shall terminate on 1/3112019 and shall not be subject to auto -renewal. 3. 7.1 Term & Termination. Delete the following language: "Subject to compliance with all terms and conditions, the term of this Agreement shall be from the Contract Effective Date and shall continue until the Contract End Date specified on page one (1) of the Agreement (the "Initial Term"). The Customer will be billed according to the Billing :r.� �I I K I✓ -.?A OPENGOV, INC. Amendment 2 TO OPENGOV, INC. SOFTWARE AGREEMENT Frequency as specified above. Unless either party declines to renew in writing no less than thirty (30) days before the Contract End Date, this Agreement shall renew for another period of the same duration as the Initial Term. The Customer will be billed on an annual basis for each twelve (12) month term. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non -breaching parry (ten (10) days in the case of non-payment), the non -breaching parry may terminate this Agreement immediately upon notice." and replace it with the following language: "Subject to compliance with all terms and conditions, the initial term of this Agreement shall be from the Contract Effective Date and shall continue until January 31, 2020. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non -breaching parry (ten (10) days in the case of non-payment), the non -breaching party may terminate this Agreement immediately upon notice." 4. Legal Effect. The modifications set forth in this Amendment 2 are effective as of the date first written above. Except as expressly amended or modified by the terms of this Amendment 2, all other terms of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment 2 to be executed by their duly authorized representatives as of the date and year first written above. Customer: City YRaf A Signature Name Title UU- Ma nagger Date 3 OpenGov, Inc. Signature I Name Leo C �t,V Title _ ) �-- I- fAInC4_� Date �� Za