Amendment No. 3
THIRD AMENDMENT TO
INDEPENDENT CONTRACTOR AGREEMENT
FOR SMART PARKING GUIDANCE PROJECT
THIS THIRD AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT FOR SMART GUIDANCE PROJECT (“Third Amendment”) is made and entered into this ______ day of April, 2026, by and between the City of Laguna Beach, a Municipal Corporation, hereinafter referred to as the “CITY,” and FROGPARKING, INC., a Delaware stock corporation with its principal place of business at 9273 Research Drive, Irvine, CA 92618, hereinafter referred to as “INDEPENDENT CONTRACTOR.” CITY and INDEPENDENT CONTRACTOR are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, the CITY and INDEPENDENT CONTRACTOR entered into an Independent Contractor Agreement for Smart Parking Guidance Project (“Agreement”) on April 25, 2019, and designated as City of Laguna Beach contract number 19-39 regarding software services addressing real-time parking availability for City parking lots and meter zones along with parking payment services; and
WHEREAS, the Parties entered into a First Amendment to extend the term of the Agreement for one (1) additional year from April 3, 2024, through April 2, 2025, and to adjust the compensation of INDEPENDENT CONTRACTOR for that extended term; and WHEREAS, the Parties entered into a Second Amendment to extend the term of the Agreement for one (1) additional year from April 3, 2025, through April 2, 2026, and to adjust the compensation of INDEPENDENT CONTRACTOR for that extended term; WHEREAS, the Parties now desire to enter into this Third Amendment to the Agreement to extend the term of the Agreement for six (6) additional months commencing on April 3, 2026, through October 2, 2026, and fix the compensation regarding the software subscription cost and maintenance fee during this extended term;
NOW THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter expressed and intending to be bound thereby, the CITY and INDEPENDENT CONTRACTOR mutually agree as follows:
1. The term of the Agreement shall be extended for six (6) months commencing on April 3, 2026, and ending on October 2, 2026.
2. The total compensation for INDEPENDENT CONTRACTOR’S services rendered under the Agreement for the six-month period from April 3, 2026, to October 2, 2026, shall be an amount not to exceed $47,040.
3. The Parties acknowledge and agree that INDEPENDENT CONTRACTOR hires a sub-contractor, Windcave, for electronic invoicing associated with the INDEPENDENT Attachment 1
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CONTRACTOR’S services rendered under the Agreement. The Parties further acknowledge and agree that sub-contractor Windcave charges a convenience fee in the amount of 2.6% per each transaction that needs to be reimbursed through the funds that the CITY collects from users on each transaction. Accordingly, on a monthly basis, upon presentation of an invoice in a form required by the CITY from INDEPENDENT CONTRACTOR’S subcontractor, Windcave, CITY will remit payment in the amount of 2.6% per each transaction as a convenience fee to subcontractor, Windcave. The Parties acknowledge and agree that the CITY will not remit such payment to Windcave if the required invoice is submitted to CITY by Windcave more than thirty (30) days after the last day of each month for the preceding month.
4. Except as set forth in Sections 1 and 2 of this Third Amendment, and except as may be inconsistent or in conflict with Sections 1 and 2 above, all other provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Third Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Third Amendment.
5. The Parties stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Third Amendment. INDEPENDENT CONTRACTOR further accepts the terms and conditions of this Third Amendment as full and final resolution of any and all claims, asserted or otherwise, arising out of or related to the subject of this Third Amendment and acknowledges that the compensation and/or additional time, if any, set forth herein is adequate and comprises the total compensation and/or time due for the changes included in this Third Amendment.
6. This Third Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the CITY and CONSULTANT have executed this Third Amendment as of the date first set forth above, and the parties executing this Third Amendment warrant and represent that they are authorized to do the same on behalf of the Parties and are authorized to bind those Parties to the terms and conditions of this Third Amendment.
CITY OF LAGUNA BEACH
By
Dave Kiff, City Manager
ATTEST:
Ann Marie McKay, City Clerk
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INDEPENDENT CONTRACTOR
FROGPARKING, INC.
By
Title
Address______________________________
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