Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
FOURTH AMENDMENT
TO AGREEMENT NUMBER 08-8901
WITH CENTRALSQUARE TECHNOLOGIES, LLC
FORMERLY, SUPERION, LLC
T
his F ourth Amendment to Agreement number 08-8901, dated November 21, 2008 (“Agreement”), is made as of this _______ day of _______________, 2022, by and between the City of Santa Rosa, a municipal corporation (“City”), and CentralSquare Technologies, LLC, a Delaware Limited Liability Company, as successor in interest to Superion, LLC (“Contractor”).
RE
CITALS
A. City and Contractor entered into the Agreement for Contractor to provide software licensing, implementation services, and software maintenance support services for the City of Santa Rosa’s Finance / HR / Payroll system known as “IFAS.” The Agreement was subsequently amended via Amendment Nos. one, two and three.
B. O
n September 5, 2018, Superion, LLC was merged with three other companies to form CentralSquare Technologies, LLC. As the successor in interest to Superion, LLC, CentralSquare, LLC assumes all of the interest and obligations in the Agreements made with th e City, and City consents to the assumption of interest via “Assignment and Assumption of Agreemen t Number 00-8901 and Consent to Assignment” dated ________________, 2022, attached hereto as Exhibit G.
C. Cit
y and Contractor now desire to extend the agreement for an additional (5) five years, through November 30, 2027 for the primary software licensing, maintenance and support; and February 4, 2028 for MKS SQ L and MicroFocus Server Express Runtime Annual Maintenance, in the total amount of $753,638.21.
AM
ENDMENT
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. CentralSquare, LLC, as the successor in interest, assumes all of the rights and interest in and to the Agreement and accepts delegation of all duties and obligations imposed upon Superion, LLC, under the Agreement from and after the Effective Date.
2. C
entralSquare, LLC assumes all duties and obligations under the Agreement in favor of the City and agrees to perform the same on the same terms and conditions set forth therein from and after the Effective Date.
3. T
he City consents to the assumption of the duties and obligations under the Agreement by CentralSquare, LLC, on the same terms set forth therein from and after the Effective Date.
Exhibit A
Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
4. SCOPE OF SERVICES
Exhibit C-3, “Scope of Work and Compensation” is hereby added to this Amendment.
5. C
OMPENSATION
Section 4b of the Agreement is amended to increase the compensation payable to Contractor under the Agreement by Seven Hundred Fifty-Three Thousand, Six Hundred Thirty-Eight Dollars and Twenty-One cents ($753,638.21), to read as follows:
“The total of all fees paid to Contractor for the satisfactory performance and completion of all services set forth in the Agreement shall not exceed the total sum of Four Million, Six- Hundred Fifty-Seven Thousand, Nine-Hundred Eighty-Nine Dollars and Sixty-One cents ($4,657,989.61), for all components and third party maintenance fees for 19 years; the Agreement expiring February 4, 2028. The Chief Financial Officer is authorized to pay all proper claims from various Charge Numbers.”
A
ll other terms of the Agreement shall remain in full force and effect.
E
xecuted as of the day and year first above stated.
CONTRACTOR:
CENTRALSQUARE, LLC
a Deleware Company
TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation
__X__ Limited Liability Company
_____ Other (please specify: ___________)
Signatures of Authorized Persons:
By: _____________________________
Print Name:_______________________
Title: ____________________________
City of Santa Rosa Business Tax Cert. No.
___N/A_____________________________
CITY OF SANTA ROSA
a Municipal Corporation
By:_________________________________
Print Name:__________________________
Title:________________________________
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
A
ttachments: Exhibit C-3 – Scope of Work & Compensation Exhibit G – Assignment & Assumption of Agreement
Code Customer Application Qty 12/1/2022-11/30/2023 12/1/2023-11/30/2024 12/1/2024-11/30/2025 12/1/2025-11/30/2026 12/1/2026-11/30/2027 6048LG Santa Rosa, CA ONESolution 7.x Form Designer Annual Maintenance Fee 1 -$ -$ -$ -$ -$ 6048LG Santa Rosa, CA ONESolution Accounts Payable Annual Maintenance Fee 1 7,821.45$ 7,977.88$ 8,376.77$ 8,795.61$ 9,235.39$ 6048LG Santa Rosa, CA ONESolution Job/Project Ledger Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG Santa Rosa, CA ONESolution General Ledger Annual Maintenance Fee 1 13,966.88$ 14,246.22$ 14,958.53$ 15,706.46$ 16,491.78$ 6048LG Santa Rosa, CA ONESolution Budgeting w/ Budget Item Detail Annual Maintenance Fee 1 7,821.45$ 7,977.88$ 8,376.77$ 8,795.61$ 9,235.39$ 6048LG Santa Rosa, CA ONESolution Accounts Receivable Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG Santa Rosa, CA ONESolution Purchasing Annual Maintenance Fee 1 7,819.15$ 7,975.53$ 8,374.31$ 8,793.02$ 9,232.67$ 6048LG Santa Rosa, CA ONESolution Contract Management Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG Santa Rosa, CA ONESolution Fixed Assets Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG Santa Rosa, CA ONESolution Stores Inventory Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG Santa Rosa, CA ONESolution Project Allocation Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG S
anta Rosa, CA ONESolution Grants Management Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG Santa Rosa, CA ONESolution Payroll Annual Maintenance Fee 1 9,776.82$ 9,972.35$ 10,470.97$ 10,994.52$ 11,544.24$ 6048LG Santa Rosa, CA ONESolution Human Resources Annual Maintenance Fee 1 9,776.82$ 9,972.35$ 10,470.97$ 10,994.52$ 11,544.24$ 6048LG Santa Rosa, CA ONESolution Employee Online Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596. 71$
6048LG Santa Rosa, CA ONESolution Click, Drag, and Drill Annual Maintenance Fee 1 9,113.40$ 9,295.67$ 9,760.46$ 10,248.48$ 10,760.90$ 6048LG Santa Rosa, CA ONESolution Easy Laser Forms Annual Maintenance Fee 1 2,164.86$ 2,208.16$ 2,318.57$ 2,434.50$ 2,556.22$ 6048LG Santa Rosa, CA ONESolution Documents Online Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG Santa Rosa, CA ONESolution Professional Development Annual Maintenance Fee 1 5,586.75$ 5,698.49$ 5,983.41$ 6,282.58$ 6,596.71$ 6048LG Santa Rosa, CA ONESolution Cash Receipts Annual Maintenance Fee 1 3,555.14$ 3,626.24$ 3,807.56$ 3,997.93$ 4,197.83$ 6048LG Santa Rosa, CA ONESolution Global Core-IFAS Annual Maintenance Fee 1 934.72$ 953.41$ 1,001.08$ 1,051.14$ 1,103.69$ 6048LG Santa Rosa, CA Cognos BI: Base Bundle Multi-Data Source Annual Maintenance Fee 1 5,045.20$ 5, 146.11$ 5, 403.41$ 5, 673.58$ 5, 957.26$ Total 133,663.38$ 136,336.65$ 143, 153.48$ 150, 311.16$ 157, 826.71$ 721, 291.38$
1.02 1.02 1.05 1.05 1.05
Code Customer Application Qty 1/1/2023-12/31/2023 1/1/2024-12/31/2024 1/1/2025-12/31/2025 1/1/2026-12/31/2026 1/1/2027-12/31/2027 6048LG Santa Rosa, CA MKS SQL Annual Maintenance Fee 1 184.30$ 193.51$ 203.19$ 213.35$ 224.01$ 6048LG Santa Rosa, CA MKS SQL Annual Maintenance Fee 1 184.30$ 193.51$ 203.19$ 213.35$ 224.01$ 6048LG Santa Rosa, CA MKS SQL Annual Maintenance Fee 1 -$ -$ -$ -$ -$ 6048LG Santa Rosa, CA MicroFocus Server Express Runtime Annual Maintenance Fee 1 4,289.63$ 4,504.11$ 4,729.32$ 4,965.78$ 5,214.07$ 6048LG Santa Rosa, CA MicroFocus Server Express Runtime Annual Maintenance Fee 1 779.94$ 818. 93$ 859. 88$ 902. 87$ 948. 02$ Total 5,438.16$ 5,710.07$ 5, 995.57$ 6, 295.35$ 6, 610.12$ 30, 049.27$
1.02 1.05 1.05 1.05 1.05
Code Customer Application Qty 2/5/2023-2/4/2024 2/5/2024-2/4/2025 2/5/2025-2/4/2026 2/5/2026-2/4/2027 2/5/2027-2/4/2028 6048LG Santa Rosa, CA MicroFocus Server Express Runtime Annual Maintenance Fee 1 415.80$ 436. 59$ 458. 42$ 481. 34$ 505. 41$ Total 415.80$ 436.59$ 458. 42$ 481. 34$ 505. 41$ 2, 297.56$
1.05 1.05 1.05 1.05 1.05
753,638.21$ 5-year grand total
Exhibit C-3
Exhibit G
Assignment and Assumption Agreement
Form approved by the City Attorney 1-1-16
1 ASS
IGNMENT AND ASSUMPTION OF
AGREEMENT NUMBER 08-8901 AND
CONSENT TO ASSIGNMENT
Thi
s Assignment and Assumption of the Agreement with Superion, LLC ., Agreement Number 08-8901, dated November 21, 2008 (the “Agreement”), is made and entered into this _______ day of _____________________, 20____ (“Effective Date”), by and among Superion, LLC, a Delaware Limited Liability Company (“Assignor”), CentralSquare, LLC, a Delaware Limited Liability Company (“Assignee”), and the City of Santa Rosa, a municipal corporation (“City”).
RE
CITALS
A. The C
ity entered into the Agreement with Assignor, attached hereto as Exhibit A, as amended by the First Amendment, dated August 31, 2012, attached hereto as Exhibit A-1, and as further amended by the Second Amendment, dated March 29, 2016, attached hereto as Exhibit A-2, and Thi
rd Amendment, dated April 3, 2019, attached hereto as Exhibit A-3.
B. On _____________, A
ssignor statutorily merged with and into Assignee, the surviving company from the merger.
C. A
ssignor desires to assign and transfer that portion of its rights and obligations under the Agreement to Assignee, and Assignee now desires to assume those rights and obligations and to perform related duties under the Agreement as previously contracted by Assignor.
D. The C
ity desires to continue the Agreement and to consent to the assignment and assumption of the same from Assignor to Assignee.
NO
W, THEREFORE, for good and valuable consideration, the receipt and adequacy of which of hereby acknowledged, the parties hereto agree as follows:
1. A
ssignor assigns all of its rights and interest in and to the Agreement and delegates to Assignee all of the duties and obligations imposed upon Assignor under the Agreement from and af
ter the Effective Date.
2. A
ssignee assumes all duties and obligations under the Agreement in favor of the City an d agr
ees to perform the same on the same terms and conditions set forth therein from and after the Effective Date.
3. The C
ity consents to the assignment and assumption of the Agreement by Assignor to A
ssignee on the same terms set forth therein from and after the Effective Date.
4. A
ssignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from and related to the Agreement from and after the Effective Date.
5. A
ssignee agrees to indemnify City from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys’ fees, resulting from and related to Assignor’s performance under the Agreement to the extent of A ssignor’s obligations to City under the Agreement, and subject to the terms of the Agreement prior to the Effective Date.
Assignment and Assumption Agreement
Form approved by the City Attorney 1-1-16
2 6. Thi
s agreement constitutes the entire agreement concerning the assignment and consent among the parties and it may not be modified, altered or amended other than in writing executed by the party sought to be charged thereby.
7. Thi
s agreement may be executed in faxed counterparts, and in such event, the counterpart signatures shall be assembled and shall together constitute a complete agreement.
I
N WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER
INTO AND PERFORM THIS ASSIGNMENT AND ASSUMPTION, AND THE PERSON SIGNING
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ON BEHALF OF EACH HAS BEEN
PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT AND ASSUMPTION.
E
xecuted as of the day and year first above stated.
Superion, LLC
a Delaware Limited Liability Company
By: __________________________________
Name:________________________________
Title:_________________________________
CentralSquare, LLC
a Delaware Limited Liability Company
By: __________________________________
Name:________________________________
Title:_________________________________
City BT Cert #____N/A________________
CITY OF SANTA ROSA,
a Municipal corporation
By: _______________________________
Title: Mayor
Approved as to form:
_________________________________
City Attorney’s Office
A
ttachments:
Exhibit A – Agreement 08-8901
Exhibit A-1 – Amendment 1
Exhibit A-2 – Amendment 2
Exhibit A-3 – Amendment 3