Vers.: Aug. 5, 2019
AMENDMENT NO. 2 TO CONTRACT NO. C20178882
BETWEEN THE CITY OF PALO ALTO AND PLACEWORKS, INC.
This Amendment No. 2 (this “Amendment”) to Contract No. C20178882 (the “Contract” as defined below) is entered into as of April 1, 2024 , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PLACEWORKS, INC., a a California corporation, located at 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707 (“CONSULTANT”).
CITY and CONSULTANT 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 providing on-call planning support services, as detailed therein.
B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four -year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891).
C. On April 3, 202 3, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7 ) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) as detailed therein.
D. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by three (3) m onths, from June 30, 2024 to September 30, 2024, and to increase the aggregate amount by Five Hundred Thousand Dollars ($500,000), from Three Million Dollars ($3,000,000.00), to a not to exceed compensation amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00), as detailed herein.
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. C20178882 between CONSULTANT and CITY, dated June 22, 2020, as amended by:
Amendment No.1, dated April 3, 2023
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
DocuSign Envelope ID: 011C2A97-6C91-4B1C-8DB2-5CE9066B3C1B Vers.: Aug. 5, 2019
SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through September 30, 2024, unless terminated earlier pursuant to Section 19 of this Agreement.”
SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit A, is in an aggregate amount that shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one.
The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Three Million Five Hundred Thousand Dollars ($3,500,000.00).
CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compens ation “NOT TO EXCEED” amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00) during the term of the agreement. 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.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the pr ior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount.
SECTION 4. Legal Effect. Except as modified by this Amendment, all other pro visions 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: 011C2A97-6C91-4B1C-8DB2-5CE9066B3C1B Vers.: Aug. 5, 2019
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: 011C2A97-6C91-4B1C-8DB2-5CE9066B3C1B 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 AS TO FORM:
City Attorney or designee
PLACEWORKS, INC.
Officer 1
By:
Name: Kara L Kosel
Title: Vice President
[email protected]
Officer 2
By:
Name: Keith McCann
Title: Secretary
[email protected]
DocuSign Envelope ID: 011C2A97-6C91-4B1C-8DB2-5CE9066B3C1B