HomeMy WebLinkAbout2021CV60475 - City Of Fort Collins V. Open International, Llc And Open Investments, Llc – (State Court) - 001D - Exhibit 4 - Amendment 1Exhibit 4
First Amendment to the Master Professional Services Agreement
between the City of Fort Collins
and Open International, LLC
This First Amendment (“First Amendment”) is entered into by and between the City of Fort
Collins, Colorado (the “Customer”) and Open International, LLC (“Open”).
WHEREAS, the Parties entered into a Master Professional Services Agreement under
RFP 8697 to license and implement Open SmartFlex (“OSF”) Customer Information System and
Operational Support System (“CIS/OSS”) with an effective date (“Effective Date”) of August 9,
2018 (the “Agreement”); and
WHEREAS, multiple factors have led to the extension of the Utilities Go-Live milestone
date from September 2019 to October 2020 and additional cost of $3,066,117.60 to complete
the project; and
WHEREAS, the Parties have agreed to cost-share the distribution of the additional cost
with the City’s cost-share equal to 55% of the total additional cost or $1,686,364.68 plus
contingency/living expenses up to $200,000; and
WHEREAS, in recognition both Parties share responsibility for the issues driving the
revised project schedule and added cost, Open has agreed to absorb 45% or $1,379,752.90 of
the additional cost; and
WHEREAS, the Parties have agreed the City’s cost-share of the additional cost will be
paid pursuant to a milestone payment schedule as stated herein and will be subject to a 10%
retainage; and
WHEREAS, the Parties have agreed to establishment of new milestone dates to be
incorporated into the Project Schedule; and
WHEREAS, the Parties wish to amend the Master Professional Services Agreement to
increase the Project Cost and revise the Project Schedule as stated herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Parties agree as follows:
1. The total Project Cost for Consulting Services & Travel Expenses as stated on page
2 of the Agreement shall be increased by $1,686,354.68 plus up to $200,000 for
travel and living expenses.
2. Exhibit E, Project Cost, Milestone Payments and Retainage is herein amended to
incorporate the below stated payment milestone schedule. Payment terms for the
below stated payments are Net 10 days from the date of completion of the applicable
milestone and receipt of invoice.
Payment Milestone
Anticipated
Date* Amount Retainage Payment
Amendment 1 Execution May-2020 $843,182.34 $84,318.23 $758,864.11
Appropriation July-2020 $421,591.17 $42,159.12 $379,432.05
Utilities Test Complete Sep-2020 $421,591.17 $42,159.12 $379,432.05
$1,686,364.68 $168,636.47 $1,517,728.21
* Dates subject to change
3. The Project Schedule shall incorporate the following major milestone dates:
- Utilities System Testing Successfully Completed September 2020
- Utilities Go-Live October 2020
- Utilities Stabilization Successfully Completed February 2021
4. Upon successful completion of the Utilities Go-Live stabilization, Open shall provide
the remaining nine (9) months for one (1) technical resource on-site at the
Customer’s location at no-cost to the Customer. This individual will be subject to
Section 5 (Project Staffing) of the Agreement. Travel and expenses will be subject to
the City’s preapproval and reimbursed in compliance with Exhibit F of the
Agreement.
5. Any future changes to the Project Cost and/or Project Schedule shall be subject to
mutual agreement by the Parties and documented in accordance with Section 6,
Project Changes, of the Agreement.
The funding for Payment Milestones #2 (Appropriation) and # 3 (Utilities Test Complete) is
subject to appropriation of funds by the City Council. In the event funds are not appropriated,
the City reserves the right to void this First Amendment.
Except as expressly amended by this First Amendment, all other terms and conditions of the
Master Professional Services Agreement shall remain in full force and effect. In the event of a
conflict between the terms of Master Professional Services Agreement and this First Amendment,
the First Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this First Amendment the day and
year written below.
CITY OF FORT COLLINS, COLORADO OPEN INTERNATIONAL, LLC
By: By:
Darin Atteberry Hernando Parrott
City Manager President North America
Date: ______________________________ Date: ______________________________
By: ________________________________
Gerry Paul
Purchasing Director
Date:
Attest
City Clerk
Approved as to Form
Assistant City Attorney II