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REV: 06-13-24 LF <br />AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN <br />CITY OF REDWOOD CITY AND <br />CHERRYROAD TECHNOLOGIES, INC. FOR THE CONFIGURATION, <br />IMPLEMENTATION, AND SUPPORT OF ORACLE FUSION, CORE, <br />AND ADP SOFTWARE SERVICES <br />This Amendment No. 5 (the “Amendment No. 5”) is entered into and effective as <br />of __________, 2024, by and between the City of Redwood City, a charter city and <br />municipal corporation of the State of California (“City”), and CherryRoad Technologies, <br />Inc. a Florida corporation (“Consultant”) (collectively, the “Parties”). <br />RECITALS <br />A. The Parties previously executed that certain Professional Services <br />Agreement Between City of Redwood City and CherryRoad Technologies, Inc. for the <br />configuration, implementation, and support of Oracle Fusion, Core, and ADP software <br />services, dated as of May 29, 2019, (the “Original Agreement”). <br />B. The Parties previously executed Amendment No. 1 to the Original <br />Agreement (“Amendment No. 1”), dated as of June 11, 2020, Amendment No. 2 to the <br />Original Agreement (“Amendment No. 2”), dated as of April 12, 2021, Amendment No.3 <br />to the Original Agreement (“Amendment No. 3”), dated as of June 23, 2023, and <br />Amendment No.4 to the Original Agreement (“Amendment No.4”), dated April 30, 2024 <br />(the “Original Agreement” and “Amendments Nos. 1, 2, 3 and 4 “ are collectively known <br />as the “Agreement”). <br />C. The Parties have negotiated and agreed to the terms and conditions set <br />forth in this Amendment No.5, including any terms and conditions of the attached Exhibit <br />A, incorporated herein by reference. <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br />contained herein, the Parties agree as follows: <br />1. Consultant will provide the additional services set forth in Exhibit “A” to <br />Amendment No. 5, and such services will be considered part of the Services for purposes <br />of the Agreement. <br />2. City will pay Consultant a not-to-exceed amount of Six Hundred Twenty- <br />Seven Thousand Eight Hundred Fifty-One Dollars and Eighty-Four Cents ($627,851.84) <br />for the completion of all the Services described in Exhibit “A” to Amendment No. 5, which <br />sum will include all costs or expenses incurred by Consultant. Including all amendments <br />through Amendment No. 5, the total amount payable under the Agreement will be a not- <br />to-exceed amount of Six Million, Four Hundred Fifty-Four Thousand, Six Hundred Thirty- <br />Eight Dollars and Twenty-Five Cents ($6,454,638.25). <br />ATTY/AGR.2024/Amend. No. 5/Cherryroad Technologies Inc. (Cherryroad Technologies Inc. Extension) (Page 1 of 5) <br />June 27