RESOLUTION NO. 24-41
Resolution Of The City Council Of The City Of Emeryville Rescinding The Prior Second Amendment Dated July 1, 2023 For The ‘8 To Go’ Paratransit Shuttle Service Agreement With The Emeryville Transportation Management Association And Authorizing The City Manager To Execute A New Second Amendment, Retroactive To July 1, 2023, In The Amount Of $149,800 For FY23/24 For A Total Not To Exceed Amount Of $418,300 And Appropriate Said Funds When Received To Account 263-88400
WHEREAS, the City of Emeryville desires to continue providing paratransit services to the residents of the 94608-zip code; and
WHEREAS, the City of Emeryville receives Direct Local Distribution Funding from the Alameda County Transportation Commission from Measure BB to provide such services; and
WHEREAS, the City of Emeryville and Emeryville Transportation Management Association executed a Paratransit Shuttle Service Agreement to purchase and operate the shuttle service through June 30, 2022; and
WHEREAS, the City of Emeryville and Emeryville Transportation Management Association entered into a First Amendment to the Contract on July 18, 2022 to continue to operate the shuttle service through June 30, 2023; and WHEREAS, the City of Emeryville and The Emeryville Transportation Management Association entered into a Second Amendment to the Contract on June 20, 2023 to operate the shuttle service through June 30, 2024; and
WHEREAS, the City of Emeryville now wants to rescind the prior Second Amendment because the amounts listed were incorrect and reflected only an additional increase of $7,800 for this fiscal year and a not to exceed total contract amount of $149,800 which was incorrect; and
WHEREAS, the City of Emeryville wants to enter into a new Second Amendment to the contract, retroactive to July 1, 2023, in the amount of $149,800 for fiscal year 2023-2024 with a total not to exceed amount of $418,300 for continued service through June 30, 2024 which is attached as Exhibit A; and
WHEREAS, the Emeryville Transportation Management Association approved the Second Amendment on April 9, 2024; now, therefore be it RESOLVED, by the City Council of the City of Emeryville that the prior Second Amendment dated July 1, 2023 for the ‘8 To Go’ Paratransit Shuttle Service Agreement with the Emeryville Transportation Management Association is hereby rescinded; and be it further
DocuSign Envelope ID: C75CD073-E4E3-48DA-BE00-92342DAFA290 Resolution No. 24-41
ETMA Second Amendment
City Council Meeting | April 16, 2024
RESOLVED, by the City Council of the City of Emeryville that the City Manager is authorized to execute the attached new Second Amendment, retroactive to July 1, 2023, in the amount of $149,800 for fiscal year 2023-2024 for a total not to exceed amount of $418,300 and appropriate said funds when received to Account 263-88400.
ADOPTED, by the City Council of the City of Emeryville at a regular meeting held Tuesday, April 16, 2024, by the following vote:
AYES: 4 Vice Mayor Mourra and Council Members Bauters, Kaur and Priforce NOES: 0
ABSTAIN: 0
ABSENT: 1 Mayor Welch
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
DocuSign Envelope ID: C75CD073-E4E3-48DA-BE00-92342DAFA290
CALIFORNIA
PROFESSIONAL SERVICES CONTRACT
FOR CITY USE ONLY
Contract No. CIP No.
Resolution No. Project No. REV02/2024
SECOND AMENDMENT
THIS SECOND AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT (“Amendment”), which supersedes the prior Amendment dated July 1, 2023, is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and EMERYVILLE TRANSPORTATION MANAGEMENT ASSOCIATION (ETMA) (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
WITNESSETH THAT
WHEREAS, the City and Contractor entered into a Professional Services Contract dated September 13, 2021 (“Contract”) for the purpose of retaining the services of Contractor to provide Paratransit Services to residents of the 94608 zip code; and WHEREAS, the City and Contractor entered into a first amendment of the contract on July 18, 2022 for the purpose of increasing the contract amount and/or extending the termination date of the contract: and
WHEREAS, the City and Contractor entered into a second amendment of the contract on June 20, 2023 for the purpose of increasing the contract amount and/or extending the termination date of the contract and the City Council is now being asked to rescind that contract amendment: and
WHEREAS, the City and Contractor desire to execute this superseding Second Amendment to the Contract; and
WHEREAS, the public interest will be served by this Amendment.
NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. AMENDMENT
The Parties agree to amend the Contract as checked below:
1.1 Exhibit A
Exhibit A of the Contract is hereby amended in its entirety and replaced with Exhibit A-Revision Number;
OR
DocuSign Envelope ID: C75CD073-E4E3-48DA-BE00-92342DAFA290 City of Emeryville | Professional Services Contract Amendment REV02/2024
Exhibit A of the Contract is hereby amended to include the provisions of Exhibit A-Revision Number, attached hereto and incorporated herein by this reference.
1.2 Termination Date
The Parties desire to extend the termination date. Section 1.3 of the Contract is hereby amended to extend the termination date to June 30, 2024.
1.3 Total Compensation Amount
The Parties desire to increase the Total Compensation Amount as set forth in Section 3.2 of the Contract by ONE HUNDRED FORTY NINE
THOUSAND EIGHT HUNDRED DOLLARS AND NO CENTS
($149,800.00). The total amount paid under the Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed FOUR HUNDRED EIGHTEEN
THOUSAND THREE HUNDRED DOLLARS AND NO CENTS
($418,300.00).
2. CONTINUING EFFECT OF CONTRACT
Except as amended by this Amendment, all other provisions of the Contract remain in full force and effect and shall govern the actions of the Parties under this Amendment.
From and after the date of this Amendment, whenever the term “Contract” appears in the Contract, it shall mean the Contract as amended by this Amendment.
3. ADEQUATE CONSIDERATION
The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.
4. SEVERABILITY
If any portion of this Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
5. WAIVER
The City’s failure to enforce any provision of this Amendment or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
SIGNATURES ON FOLLOWING PAGE
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DocuSign Envelope ID: C75CD073-E4E3-48DA-BE00-92342DAFA290 City of Emeryville | Professional Services Contract Amendment REV02/2024
6. SIGNATURE PAGE TO PROFESSESIONAL SERVICES CONTRACT
SECOND AMENDMENT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
Paul Buddenhagen, City Manager
Dated: EMERYVILLE TRANSPORTATION MANAGEMENT
ASSOCIATION (ETMA)
(Signature)
Bobby Lee, Board Chair
Attach:
W-9 Form
Attach:
Business License
Certificate
Attach:
Insurance Certificate
and Endorsements
DocuSign Envelope ID: C75CD073-E4E3-48DA-BE00-92342DAFA290