FIRST AMENDMENT TO
AGREEMENT BETWEEN
CITY OF EAST PALO ALTO
AND
MUCHMORE THAN CONSULTING, LLC
This First Amendment to the Principal Agreement made and entered into on January 9, 2023, hereafter referred to as Agreement, between Muchmore than Consulting, LLC, a California Limited Liability Corporation, therein referred to as Contractor, and the City of East Palo Alto, a municipal corporation, therein referred to as City, is made and dated for reference this 16th day of May 2023.
Contractor and City do mutually agree as follows:
1. Revised Exhibit B, Section 1. Exhibit B, Section 1 of the Principal Agreement, entitled “Contractor’s Compensation” is hereby repealed and replaced with the following:
City agrees to pay Contractor, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement, as amended, and for all authorized reimbursable expenses, for a total not to exceed Seventy-Eight Thousand One Hundred Ten Dollars and Sixty Two Cents ($78,110.62).
Contractor agrees that the amount of increase in the not to exceed amount specified above shall constitute full compensation for the Additional Services, and shall fully compensate Contractor for any and all direct and indirect costs that may be incurred by Contractor in connection with the Additional Services, including costs associated with any changes and/or delays in work schedules or in the performance of other services or work by Contractor.
2. Integration. This Amendment, including all exhibits, if any, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Amendment. This Amendment shall not be amended or modified except by a written agreement executed by each of the parties hereto. Except as specifically revised herein, all terms and conditions of the Agreement, and all prior amendments, if any, shall remain in full force and effect, and Contractor shall perform all duties, obligations and conditions required under the Agreement.
3. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this Amendment and the Agreement, and any prior amendment, if any, the provisions of this Amendment shall control in all respects.
4. Ambiguities. The parties acknowledge that they have had the opportunity to have this Amendment reviewed by their respective legal counsel, and that the terms and conditions of this Amendment are not to be construed against any party on the basis of such party's draftsmanship thereof.
5. Counterparts. This Amendment may be executed by the parties in one or more counterparts all of which collectively shall constitute one document and agreement.
6. Facsimile Signature; Electronic Signature. This Amendment shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise. Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of the Agreement.
The failure to send an original shall not affect the binding nature of this Amendment.
7. Authority. The person signing this Amendment for Contractor hereby represents and warrants that he or she is fully authorized to sign this Amendment on behalf of Contractor.
IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.
Muchmore than Consulting, LLC
a California corporation
By:
Deborah A. Muchmore
Partner / Manager
DATE: ____________________
FEDERAL I.D. #: ____________
East Palo Alto Business License No.
CITY OF EAST PALO ALTO,
a municipal corporation
By:_______________________
Melvin E. Gaines
City Manager
DATE:___________
APPROVED AS TO FORM:
John D. Lê
City Attorney