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2034384v3.doc City of MB Form
SECOND AMENDMENT TO CONNECT SERVICES AGREEMENT
Reference: Bigbelly Con nect Services Agreement No. 1011 9 between City of Manhattan Beach, CA and Big Belly Solar, Inc. dated as of March 5, 2018 (the “Agreement”).
THIS SECOND AMENDMENT to the above-referenced Agreement (the “Second Amendment”) is entered into effective as of June 6, 2023 (the “Second Amendment Effective Date”) by and between City of Manhattan Beach, CA (the “Customer”) and Big Belly Solar, LLC, a Delaware limited liability comp any (“Bigbelly”).
Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.
WHEREAS, Bigbelly, as assignee of Big Belly Solar, Inc., and Customer are parties to the above- referenced Agreement (as previously amend ed by the First Amendment dated December 15, 2020) pursuant to which the Custom er is presently leasing, for a term that expires on August 14, 2024, the following Bigbelly Smart Waste Systems: (1) seven HC5/HC5 Double Stations with Wraps, and (2) one additional HC5HC5 Double Station with Anti -Graffiti Wrap and 2 HC Foot Pedals (the “Existing Equipment”);
WHEREAS, Customer desires to lease 20 additional HC5HC5 Double Station s with Foot Pedals and Custom Wrap (the “Additional Equipment”); and WHEREAS, the Customer and Bigbelly now desire to make certain modifications and amendments to the Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, Bigbelly and Customer agree as follows:
Section 1. Effective as of t he Second Amendment Effective Date, the Equipment/Hardware Configuration table set forth in the Connect Service Schedule on the first page of the Agreement is amended by adding the Additional Equipment identified in Bigbelly’s Proposal dated February 10, 2 023 (which is attached hereto as Exhibit “A” and incorporated herein by this reference) and the related Connect Services Fees and One-time Fees for the Additional Equipment.
Section 2. The initial t erm of the Agreement with respect to the Additional Equipment shall commence as of May 16, 2023, and shall expire on December 31, 2026, unless extended, renewed, or otherwise modified pursuant to the terms and conditions of the Agreement.
Section 3. The term of the Agreement with respect to the Existing Equipment is hereby extended to December, 31, 2026. Beginning August 15, 2024, the rates in Bigbelly’s Proposal dated February 10, 2023 shall apply to the Existing Equipment.
Bigbelly shall repair and, if necessary, replace any Existing Equipment that becomes damaged or inoperable during the term of the Agreement.
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Section 4. Any emergency services or unanticipated expenses must be authorized in writing by the Customer prior to Bigbelly’s performance of emergency services or incurrence of unanticipated expenses. In no event shall Bigbelly be paid more than $5,000 annually for such services or expenses.
Section 5. In no event shall Bigbelly be paid more than $ 400,000 (the “Maximum Compensation”) under the Agreement for services and equipment provided from June 6, 2023 to December 31, 2026.
Section 6. All other terms and conditions of the Agreement (as previously amended by the First Amendment dated December 15, 2020) shall remain unchanged and in full force and effect. This Second Amendment contains all revised terms and conditions agreed upon by the parties. In the event of a conflict between the Agreement and this Second Amendment , this Second A mendment will prevail with regard to the subject matter hereof
Section 7. This Second Amendment may be executed in identical counterparts, each of which shall be an original and all of which shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed on the Second Amendment Effective Date.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Consultant:
Big Belly Solar, LLC
a Delaware limited liability company
By:
Name: Brian Phillips
Title: CEO/President
DocuSign Envelope ID: AE3EC26F-71B5-4029-A914-69EBAE29566A 5/23/2023
5/23/2023
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EXHIBIT “A”
BIGBELLY’S PROPOSAL DATED FEBRUARY 10, 2023
DOCUMENT ON NEXT PAGE
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DocuSign Envelope ID: AE3EC26F-71B5-4029-A914-69EBAE29566A