THIRD AMENDMENT
TO
INFORMATION TECHNOLOGY SERVICES AGREEMENT
THIS THIRD AMENDMENT TO INFORMATION TECHNOLOGY SERVICES AGREEMENT (the “Third Amendment”) is made and ente red into as of ___ ___________, 2022 (“Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and INTRATEK COMPUTER , INC., a California corporation (“Contractor”), with reference to the following.
A. City and Contractor entered into a n Information Technology S ervices Agreement (Agreement No. 6828) dated August 13, 2019, which is incorporated herein by this reference (the “Original Agreement”); and
B. City and Contractor amended the Original Agreement to revise the scope of services and increase the compensation by a First Amendment to Information Technology Services Agreement (Agreement No. 6828.1) dated October 7, 2021, which is incorporated herein by this reference (the “First Amendment"); and
C. City and Contractor amended the Original Agreement to revise the scope of services and increase the compensation by a Second Amendment to Information Technology Services Agreement (Agreement No. 6828.2) dated December 14, 2021, which is incorporated herein by this reference (the “Second Amendment"); and
D. City and the Contractor desire to further amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement to extend the term and set the compensation, and define a further extended term.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Contract.
Section 2. Cross-References. City and Contractor agree t hat all references in this Third Amendment are deemed and construed to refer to the Original Contract, as implemented by this Third Amendment.
Section 3. Extended Terms. Pursuant to Section 1.1 of the Additional Terms and Conditions in Exhibit “A” of the Original Agreement:
a. City elects to extend the term of this Agreement to reflect the First Extended Term, commencing on July 1, 2022, and terminating on June 30, 2023 (“First Extended Term”).
2 b. No later than thirty (30) days prior to the expiration of the First Extended Term, City may elect to further extend the term of this Agreement from July 1, 2023, and terminating on June 30, 2024 (“Second Extended Term”) at the compensation set forth in Section 4.b, below.
(1) The City Manager is hereby authorized on behalf of City to give written notice to Contractor of City’s intention to exercise the Second Extended Term; provided, however, that City’s notice of its intention to extend the term of this Agreement for the Extension shall be expressly conditioned upon and subject to the approval by the City Council, in its sole and absolute discretion, of an amount sufficient to pay the compensation set forth herein for the Extension as part of its annual budget approval process prior to the beginning of the Extension. While the parties acknowledge that City is required to give its notice of intention to extend the term of this Agreement not later than thirty (30) days prior to the Expiration Date of First Extended Term, it is possible that the City Council’s approval of its annual budget and appropriation of funds for the Second Extended Term may occur thereafter. Accordingly, if the City Council fails to approve and appropriate funds sufficient to pay the amount of compensation set forth herein for the Extension, this Agreement shall terminate and be of no further force and effect as of the expiration of the Second Extended Term .
Notwithstanding anything in this provision to the contrary, in the event City gives Contractor writ ten notice exercising the Extension and City receives notice that appropriation of funds for the Extension are not available after Contractor has performed services under the Extension, City agrees that Contractor will be equitably compensated for all serv ices performed under any portion of the Extension through the date of termination of the Agreement.
(2) The Second Extended Term shall be memorialized in the form of an amendment to this Agreement. The City Manager is hereby authorized to approve an d execute amendments to this Agreement reflecting the exercise of the Extension and the amount of compensation (including the amount of funds to be made available for additional work or services) payable to Contractor for the Extension.
c. Except as spe cifically set forth herein, the terms and conditions of each Extension will be the same as the Initial Agreement.
Section 4. Compensation.
a. The total not-to-exceed compensation for the services to be rendered in the First Extended Term shall not exceed THREE HUNDRED NINE THOUSAND SIX HUNDRED THIRTEEN DOLLARS and 06/100 ($309,613.06) without the prior written authorization of City.
b. If City elects to exercise the Second Extended Term, the total not to exceed compensation for the services to be rendered in the Second Extended Term shall not exceed THREE HUNDRED EIGHTEEN THOUSAND NINE HUNDRED ONE DOLLARS and 45/100 ($318,901.45) without the prior written authorization of City.
Section 5. Integration. This Third Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this Third Amendment and the terms and provisions of the Original Agreement, the
3 terms and provisions of this Third Amendment shall control and govern the rights and obligations of the parties.
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IN WITNESS of this Contract, the parties enter into this Contract on the year and day first above written.
“CONTRACTOR” “CITY”
INTRATEK COMPUTER, INC., a California CITY OF ORANGE, a municipal corporation corporation
*By: By:
Printed Name: Mark A. Murphy, Mayor
Title:
*By: ATTEST:
Printed Name:
Title: ____________________________________
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E. Binning
Senior Assistant City Attorney
*NOTE: If CONTRACTOR is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice -President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasu rer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.