FIRST AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT NUMBER F001345
WITH PERFECTMIND, INC.
This First Amendment to Agreement number F001345, dated ______ ("Agreement") is made as of this 06 day of June, 2021, by and between the City of Santa Rosa, a municipal corporation ("City"), and Perfect Mind, Inc., a British Columbia Corporation ("Consultant" or “Perfect Mind”).
RECITALS
A. City and Consultant entered into the Agreement for Consultant to provide Recreation Management Software to the City through their “Perfect Mind” Software as a Service (SaaS), as set forth in the original PSA agreement under Exhibits A, C and D B. City and Consultant now desire to amend the Agreement for the purpose of extending the term of the PSA an additional five years within the payment terms identified in Exhibit B to the original agreement.
AMENDMENT
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
Section 2. Compensation
Exhibit B to the Agreement is supplemented by Exhibit B-1 to this Amendment. Section 2(a) is amended to update the references to Exhibit B to also include reference to Exhibit B-1 Section 2(c) is amended to increase the compensation payable to Consultant under the Agreement by $341,100 to read as follows:
"Notwithstanding any other provision in this Agreement to the contrary, the total maximum compensation to be paid for the satisfactory accomplishment and completion of all tasks set forth above shall in no event exceed the sum of seven hundred and eleven thoustand and three hundred and forty dollars and no cents ($711,340). The City’s Chief Financial Officer is authorized to pay all proper claims.
Section 12. Term, Suspension, Termination of Agreement for Default Section 12(d) is amended to read as follows:
"City shall have the right to extend the service agreement on a year-by year-basis following the completion of Year Ten on June 30, 2027 as provided in Exhibit B-1 if the City provides written notice to Consultant of City’s intention to extend, at least sixty (60) days before the end of Year Ten or the then-current extension year, as the case may be. The fees payable by City during any such extension year will be the same as the fees for Year Ten or then-current extension year, as the case may be, unless Consultant has given City written notice of a pricing change at least 90 days before the end of Year Ten or the then-current extension year, as the case may be, in which case the pricing change will be effective upon the commencement of the extension year." Section 13. Time for Performance
The last sentence of Section 13 is amended to read as follows:
“Consultant shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of City, not later than June 30, 2027.” All other terms of the Agreement shall remain in full force and effect.
Executed as of the day and year first above stated.
CONSULTANT:
Name of Firm: Perfect Mind, Inc.
TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
__X__ Corporation
_____ Limited Liability Company
_____ Other (please specify: ___________)
Signatures of Authorized Persons:
By: _____________________________
Print Name:___Nima Jazbi___________
Title: _Vice-President of Operations ___
By: _____________________________
Print Name:__Joel Jeffries ________
Title: _Vice-President FP&A _____
City of Santa Rosa Business Tax Cert. No.
__________________________________
CITY OF SANTA ROSA
a Municipal Corporation
By:_________________________________
Print Name:__________________________
Title:__ Mayor, City of Santa Rosa _____
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
ATTEST:
____________________________
City Clerk
Attachment: Exhibit B-1 Terms of Compensation
EXHIBIT B-1
TERMS OF COMPENSATION
Extended Timeline for payments:
Annual Software as a Solution (SaaS) Fee: $68,220
Year Six (July 1, 2022 to June 30, 2023): $68,220
Year Seven (July 1, 2023 to June 30, 2024): $68,220
Year Eight (July 1, 2024 to June 30, 2025): $68,220
Year Nine (July 1, 2025 to June 30, 2026): $68,220
Year Ten (July 1, 2026 to June 30, 2027): $68,220
Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
EXHIBIT A