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
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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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