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HomeMy WebLinkAboutC22-364 EnCode Plus_first amendmentP: 1.800.381.9286 I E: info@enCodePlus.com A: 1415 Highway 6 South, Ste A300, Sugar Land, TX 77478 AMENDMENT NO. 1 TO END USER LICENSE AGREEMENT THIS AMENDMENT NO. 1 (“Amendment No. 1”) is effective as of the 7th day of November 2022, by and between enCodePlus, LLC (hereinafter “Licensor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “Licensee”). RECITALS Whereas Licensor and Licensee entered into an End Use License Agreement, effective January 1, 2022, by which Licensor granted Licensee a non-transferable, non-exclusive, limited, non-assignable license to use the software covered by the agreement (the “Original Agreement”); and Whereas the license term of the Original Agreement was through December 31, 2022, and automatically renewable annually thereafter; and Whereas, the Original Agreement contemplated that Licensor would perform certain services in connection with the Software Build for Licensee, in an amount not to exceed $46,595.00 for the one-time content and feature build; and Whereas Licensee wishes to add the following documents to the Software Build in connection with the web- based platform to be developed and hosted by Licensor (the “Additional Documents”): 1. County Building Resolution; 2. County On-Site Wastewater Treatment System Regulations; and 3. County Engineering Criteria Manual (upon adoption); and Whereas, County and Consultant desire by this Amendment No. 1 to expand the scope of Services and compensation as set forth in the Original Agreement. NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: 1. The Original Agreement shall be amended to include the Additional Documents in the Software Build as set forth in Table 1 and as described in Section 7 of the Original Agreement. 2. The Compensation for the Additional Documents shall not exceed $5,900, or a total maximum compensation under the Original Agreement and this Amendment No. 1 of $53,495.00. The one-time build fee for the Additional Documents which will be invoiced with the execution of this Amendment. DocuSign Envelope ID: D01F703B-11EC-428F-A742-6F162A52F2BD Page 2 3. Capitalized terms in this Amendment No. 1 will have the same meaning as in the Original Agreement. To the extent that the terms and provisions of Amendment No. 1 conflict with, modify or supplement portions of the Original Agreement, the terms and provisions contained in this Amendment No. 1 shall govern and control the rights and obligations of the parties. 4. This Amendment No. 1 is done pursuant to Section 34, Amendment and Modification, of the Original Agreement and all other terms and conditions of the Agreement shall continue in full force and effect and shall govern this Amendment as if repeated herein in full. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Original Agreement the day and year first above written. enCodePlus, LLC Eagle County, Colorado By and through its County Manager Signature Signature Jeff Shroll, County Manager Bret C. Keast Printed Name Printed Name DocuSign Envelope ID: D01F703B-11EC-428F-A742-6F162A52F2BD Page 3 President Title Title November 4, 2022 Date Date DocuSign Envelope ID: D01F703B-11EC-428F-A742-6F162A52F2BD County Manager 11/8/2022