FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
[VoIP Telephone Service Support]
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the “First Amendment”) is made and entered into as of _______________, 2023, by and between the CITY OF ORANGE, a municipal corporation (“City”), and PROTEL COMMUNICATIONS INC., a California corporation (“Contractor”), with reference to the following:
A. City and Contractor entered into a Professional Services Agreement (Agreement No. 6948) dated February 3, 2020, which is incorporated herein by this reference (the “Original Agreement”); and
B. City and Contractor desire to amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement by revising the Scope of Services, adding a contingency amount and increasing the compensation.
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 Agreement.
Section 2. Cross-References. City and Contractor agree that all references in this First Amendment are deemed and construed to refer to the Original Agreement, as implemented by this First Amendment.
Section 3 Revised Scope of Services . The Scope of Services, Section 1, Exhibit A of the Original Agreement, is hereby amended, modified and supplemented to include the services described on Exhibit A attached hereto and incorporated herein by this reference.
Section 4 Compensation. The total not -to-exceed compensation for the services to be rendered as set forth in Section 2.a of the Original Agreement is increased by SEVENTY-TWO THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS and 35/100 ($72,833.35) and Section 2.a is hereby amended in its entirety to read as follows:
“Contractor's total compensation for all services performed under this Agreement, shall not exceed TWO HUNDRED TWENTY-SIX THOUSAND FOUR
HUNDRED EIGHT DOLLARS and 35/100 ($226,408.35) without the prior written authorization of City . The total not to exceed amount is inclusive of a $10,000.00 contingency for any additional unforeseen work or equipment that may be required and authorized by the City.”
2 Section 5. Integration. This First 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 First Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this First Amendment shall control and govern the rights and obligations of the parties.
IN WITNESS of this First Amendment, the parties enter into this First Amendment on the year and day first above written.
“CONTRACTOR” “CITY”
PROTEL COMMUNICATIONS INC., CITY OF ORANGE, a municipal corporation a California corporation
*By: By:
Printed Name: Daniel R. Slater, Mayor
Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E. Binning, 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 Treasurer. If o nly 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.
√
EXHIBIT “A”
SUPPLEMENTAL SCOPE OF SERVICES
[Behind this page.]