14822 IT Project Management Contract Amendment for SoftHQ - signed.pdf

CONTRACT NO. 14822 - AMENDMENT NO. 1 Page 1 (Rev. 2024-08-15)

State of Washington Contracts & Procurement Division Department of Enterprise Services P.O. Box 41411 Olympia, WA 98504-1411

CONTRACT AMENDMENT

Contract No.: 14822

SoftHQ, Inc.

6494 Weathers Place, Suite 200 San Diego, California 92121

Amendment No.: 1

Effective Date: October 15, 2024

FIRST AMENDMENT

TO

CONTRACT NO. 14822

IT PROJECT MANAGEMENT

This First Amendment (“Amendment”) to Contract No. 14822 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and SoftHQ, a California Profit Corporation (“Contractor”) and is dated as of October 15, 2024.

R E C I T A L S

A. Enterprise Services and Contractor (collectively the “Parties”) entered into that certain Contract No. 14822 dated effective as of April 1, 2024 (“Contract”).

B. The Parties now desire to amend the Contract to include a ‘pay equality provision’ as required by the Washington State Legislature. See LAWS OF 2023, ch. 475, § 919(4).

C. The Parties further desire to amend the Contract by deleting and replacing section

3.3 ‘Price Adjustments’ to alter the dates and frequency of such adjustments.

D. The amendment set forth herein is within the scope of the Contract.

A G R E E M E N T

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract as follows:

1. PAY EQUALITY. The following provision is added to the end of section 4 (Contractor Representations and Warranties) as a new subsection:

4.18. WASHINGTON STATE PAY EQUALITY FOR ‘SIMILARLY EMPLOYED’ INDIVIDUALS. Contractor represents and warrants that, among Contractor’s employees, ‘similarly employed’ individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are https://lawfilesext.leg.wa.gov/biennium/2023-24/Pdf/Bills/Session%20Laws/Senate/5187-S.SL.pdf?q=20240813082326

CONTRACT NO. 14822 - AMENDMENT NO. 1 Page 2 not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for Contractor’s workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but is not limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Contract and/or any agreement entered into pursuant to this Contract.

2. PRICE ADJUSTMENTS. Section 3.3 “Price Adjustments” is hereby amended by deleting the existing section 3.3 in its entirety and inserting the following provision:

3.3 PRICE ADJUSTMENTS. The Contract prices are the maximum hourly rate the Contractor may charge. Maximum hourly pricing shall remain firm and fixed until October 31, 2024. Enterprise Services will automatically increase maximum hourly pricing by 5% beginning November 1, 2024, and annually on November 1 for the remainder of the contract term. Contractor may not make Contract extensions contingent on price adjustments.

3. NO CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect.

4. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment, this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties.

5. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution, delivery, and performance of this Amendment has been fully authorized and approved, and that no further approvals or consents are required to bind such party.

6. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes.

7. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different

CONTRACT NO. 14822 - AMENDMENT NO. 1 Page 3 times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment.

EXECUTED AND EFFECTIVE as of the day and date first above written.

SOFTHQ,

A CALIFORNIA PROFIT CORPORATION

By: _____________________________

Name: _____________________________

Title: _____________________________

Date: _____________________________

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

By: _____________________________

Name: Kim Kirkland

Title: IT Procurement Supervisor

Date: _____________________________

Kranti Ponnam (Nov 12, 2024 13:53 PST) Kranti Ponnam

Kranti Ponnam

President

11/12/24 11/12/24

14822 IT Project Management Contract Amendment for SoftHQ Final Audit Report 2024-11-12

Created: 2024-10-22

By: Katie Berkhoudt (katie.berkhoudt@des.wa.gov)

Status: Signed

Transaction ID: CBJCHBCAABAAbV9NE3G0eZFWfcwcAhKUtwpyyKoB2Goq

"14822 IT Project Management Contract Amendment for SoftHQ " History

Document created by Katie Berkhoudt (katie.berkhoudt@des.wa.gov)

2024-10-22 - 2:42:04 PM GMT

Document emailed to Kranti Ponnam (rfp@softhqinc.com) for signature

2024-10-22 - 2:42:09 PM GMT

Email viewed by Kranti Ponnam (rfp@softhqinc.com)

2024-10-22 - 2:49:34 PM GMT

Email viewed by Kranti Ponnam (rfp@softhqinc.com)

2024-10-29 - 4:25:45 PM GMT

Email viewed by Kranti Ponnam (rfp@softhqinc.com)

2024-11-05 - 8:36:07 PM GMT

Email viewed by Kranti Ponnam (rfp@softhqinc.com)

2024-11-12 - 9:52:16 PM GMT

Document e-signed by Kranti Ponnam (rfp@softhqinc.com) Signature Date: 2024-11-12 - 9:53:34 PM GMT - Time Source: server

Document emailed to Kim Kirkland (Kim.Kirkland@des.wa.gov) for signature

2024-11-12 - 9:53:35 PM GMT

Email viewed by Kim Kirkland (Kim.Kirkland@des.wa.gov)

2024-11-12 - 10:02:27 PM GMT

Document e-signed by Kim Kirkland (Kim.Kirkland@des.wa.gov) Signature Date: 2024-11-12 - 10:03:34 PM GMT - Time Source: server

Agreement completed.

2024-11-12 - 10:03:34 PM GMT