Vers.: Aug. 5, 2019
AMENDMENT NO. 2 TO CONTRACT NO. C19174493
BETWEEN THE CITY OF PALO ALTO AND
PETS IN NEED
This Amendment No. 2 (this “Amendment”) to Contract No. C19174493 (the “Contract” as defined below) is entered into as of January 1, 2024 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PETS IN NEED, a California non-profit public benefit corporation, located at 871 Fifth Ave., Redwood City, CA 94063 (“CONSULTANT or Pets in Need ”). CITY and C ONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of animal sheltering and veterinary care as detailed therein.
B. The Parties acknowledge that PIN has terminated the Agreement effective March 31, 2024, and that they are negotiating a new agreement in good faith.
C. T he Parties now wish to amend the Contract in order to extend the term to March 31, 2024, and to add compensation.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C19174493 between CONSULTANT and CITY, dated January 17, 2019, as amended by:
• Amendment No.1, dated August 20, 2023
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 4 “NOT TO EXCEED COMPENSATION ” of the Contract is hereb y amended to read as follows:
“SECTION 4. NOT TO EXCEED COMPENSATION . The compensation to be paid to CONSULTANT for performance of the Services shall be in the amount of, and shall not exceed Four Million Two Hundred Twenty-Seven Thousand Four Hundred Seven Dollars and Ten Cents ($4,171,872.10) as detailed in Exhibit “B” (Compensation). CONSULTANT agrees to complete all Services within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.
DocuSign Envelope ID: 145B3CF8-FBB2-4A27-A870-6A4040807FC0 Vers.: Aug. 5, 2019
Notwithstanding the foregoing, a contingency fund of two-hundred thousand dollars ($200,000) (the “Contingency Fund”) shall be available-, as well as a fund for the compensation of renovation delays (“Compensation of Renovation Delays Fund”) of sixty thousand dollars ($ 60,000), as detailed in Exhibit “B” (Compensation). In the event the Contingency Fund and the Compensation of Renovations Delays Fund are utilized as provided for herein, the total compensation for Services, reimbursable expenses and the costs payable by CITY to CONSULTANT under this Agreement, shall be and shall not exceed F our million Four Hundred Eighty-Seven Thousand Four Hundred Seven Dollars and Ten cents ($4,431,872.10) as detailed in Exhibit “B” (Compensation), subject to Section 19 (“ TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES”).”
SECTION 3. Section 2 “TERM” of the Contract is hereby amended to read as follows:
“SECTION 2. TERM The term of this Agreement shall be from the date of its full execution (the "Effective Date) and continuing until March 31, 2024 . The term of this Agreement may be renewed or extended upon the mutual written agreement of the parties. One year prior to the expiration of the term (or other such timeline as may be mutually agreed upon by the parties), either party may request the parties to begin negotiating in good faith a renewal or extension of this Agreement.
SECTION 3. The following exhibit to the Contract is hereby amended as indicated below, to read as set forth in the attachment to this Amendment, and is hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “B” entitled “COMPENSATION , AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.”
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
DocuSign Envelope ID: 145B3CF8-FBB2-4A27-A870-6A4040807FC0 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
_________________________
City Manager
APPROVED:
__________________________
Director, Community Services
APPROVED AS TO FORM:
__________________________
City Attorney or Designee
PETS IN NEED
Officer 1
By:___________________________
Name:________________________
Title:_________________________
Officer 2
By:___________________________
Name:________________________
Title:_________________________
Attachment:
Exhibit “B” entitled “EXHIBIT B COMPENSATION, AMENDMENT NO. 2 , AMENDED, REPLACES
PREVIOUS
DocuSign Envelope ID: 145B3CF8-FBB2-4A27-A870-6A4040807FC0 Chair, Board of Directors
Rob Kalman
CEO
Laura Toller Gardner
Vers.: Aug. 5, 2019
EXHIBIT “B”
COMPENSATION, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the schedule below.
SCHEDULE TO EQUAL AND NOT TO EXCEED
(SUBJECT TO SECTION 19 “TERMINATION
OR SUSPENSION OF AGREEMENT OR
SERVICES”)
Year 1 $ 708,000.00
Year 2 $ 663,000.00
Year 3 $ 676,260.00
Year 4 $689,785.20
Year 5 $703,580.90
Additional monthly payment from
June 1, 2023 – December 31, 2023 $ 388,745.00
($55,535 per month)
January 1, 2024 – March 31, 2024 $342,501.00
($114,167 per month BASED ON $1.37M for Yr 6)
Sub-total Basic Services $ 4,171,872.10
Reimbursable Expenses $ 0.00
Sub-Total Basic Services and
Reimbursable expenses $ 4,171,872.10
Contingency Funds $200,000.00
(not to exceed $40,000 per year)
Additional Compensation for Renovation Delays $60,000.00 (not to exceed 5,000 per month; see Exhibit D, Section 15.7) DocuSign Envelope ID: 145B3CF8-FBB2-4A27-A870-6A4040807FC0 Vers.: Aug. 5, 2019
Maximum Total Compensation $ 4,431,872.10
ONE-TIME ADVANCE
Simultaneous with the execution of this Agreement, CITY shall pay to CONSULTANT One Hundred Seventy-Eight Thousand dollars ($178,000) as an advance against the first three months of CONSULTANT’s fee. CONSULTANT shall not submit an invoice for the remainder of its fee for the third month until the end of such third month.
CONTINGENCY FUNDS
CITY shall provide contingency funds to CONSULTANT in the following circumstances, subject to written approval by the CITY’s project manager, and to equal and not to exceed the amount in this Exhibit B:
1. CITY shall provide contingency funds for after-hours and emergency veterinary care if:
a. CONSULTANT has already spent at least $10,000 in the past 12 months on a rolling basis on after-hours or emergency veterinary care that was reasonable based on AVMA guidelines; and
b. The emergency or after -hours treatment being sought is reasonable based on AVMA guidelines.
2. CITY shall provide contingency funds for hoarding cases if:
a. CONSULTANT has already served more than 600 animals from the CITY or the Contract Cities in the past 12 months; and
b. The hoarding case involves a minimum of 12 animals brought at once that are expected to stay in the facility for at least 30 days each.
3. CITY shall provide contingency funds for the actual costs of wildlife intake at the Peninsula Humane Society if:
a. The Peninsula Humane Society begins charging for the costs of wildlife services; and,
b. This Agreement has not yet been amended to reflect the additional costs of such services.
4. CONSULTANT may also request contingency funds in other unforeseen circumstances.
To request con tingency funds, the CONSULTANT shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, for such services. In addition to the factors above, CITY may consider whether contingency funds are appropriate within existing funding and workload, and contingency funds shall not be released if CONSULTANT has not exhausted unused or unallocated funds.
The CITY shall notify CONSULTANT in writing of its approval or lack thereof within ten (10) days after the date of CONSULTANT’s proposal. If CITY’s project manager does not approve CONSULTANT’s request, CONSULTANT may appeal that decision to the City Manager.
DocuSign Envelope ID: 145B3CF8-FBB2-4A27-A870-6A4040807FC0 Vers.: Aug. 5, 2019
If authorized by CITY, the contingency services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s project manager and CONSULTANT, and payment shall be made to CONSULTANT, no later than ten (10) days a fter the date of CITY’s authorization. Contingency funds are subject to all requirements and restrictions in this Agreement.
ADDITIONAL COMPENSATION FOR RENOVATION DELAYS
The City shall pay Consultant up to $5,000 monthly for up to twelve consecutive months pursuant to the terms of Exhibit D, Section 15.7 (“Additional Compensation for Renovation Delays”) of this Agreement.
REIMBURSABLE EXPENSES
No Reimbursable Expenses are authorized by CITY through this Agreement, unless pursuant to a written amendment to this Agreement as provided for herein.
ADDITIONAL SERVICES
No Additional Services are authorized by the CITY through this Agreement, unless pursuant to a written amendment to this Agreement as provided for herein.
DocuSign Envelope ID: 145B3CF8-FBB2-4A27-A870-6A4040807FC0