AMENDMENT NO. 1 TO CONTRACT NO. C21177635C
BETWEEN THE CITY OF PALO ALTO AND
MIDWEST TAPE, LLC
This Amendment No. 1 (this “Amendment”) to Contract No. C21177635C (the “Contract” as defined below) is entered into as of July 29, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MIDWEST TAPE, LLC, an Ohio corporation, located at1417 Timberwolf Drive, Holland, Ohio, 43528 (“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 media and digital materials and services, as detailed therein.
B. The Parties now wish to amend the Contract in order to Increase total not-to-exceed compensation by Fifty-Three Thousand Dollars ($53,000), from Seven Hundred Thousand Dollars ($700,000) to Seven Hundred and Fifty-Three Thousand Dollars ($753,000), 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. C21177635C between CONSULTANT and CITY, dated July 1, 2020.
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 hereby amended to read as follows:
The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Seven Hundred Thousand Dollars (700,000.00).
CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are:
$110,000.00 in year 1 (July 1, 2020 through June 30, 2021) $118,000.00 in year 2 (July 1, 2021 through June 30, 2022) $118,000.00 in year 3 (July 1, 2022 through June 30, 2023) $118,000.00 in year 4 (July 1, 2023 through June 30, 2024) $118,000.00 in year 5 (July 1, 2024 through June 30, 2025) $171,000 in year 6 (July 1, 2025 through June 30, 2026)
Docusign Envelope ID: C0355533-3C81-48D1-B243-A6AA634E043F The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this 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 prior 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”.
SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “ C” entitled “ COMPENSATION, AMENDMENT NO. 1 ”, 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.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Docusign Envelope ID: C0355533-3C81-48D1-B243-A6AA634E043F
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties 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
MIDWEST TAPE, LLC
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
Exhibit C: COMPENSATION, AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS) Docusign Envelope ID: C0355533-3C81-48D1-B243-A6AA634E043F Jeff Jankowski
Vice President
Sue Bascuk
Vice President
EXHIBIT “C” COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Year 1
(July 1, 2020 through June 30, 2021)
$110,000.00
Year 2
(July 1, 2021 through June 30, 2022)
$118,000.00
Year 3
(July 1,2022 through June 30, 2023)
$118,000.00
Task 4
(July 1, 2023 through June 30, 2024)
$118,000.00
Task 5
(July 1, 2024 through June 30, 2025)
$118,000.00
Task 6
(July 1, 2025 through June 30, 2026)
$171,000.00
Sub-total Basic Services $753,000.00
Reimbursable Expenses $0.00
Total Basic Services and
Reimbursable expenses
$700,000.00
Maximum Total Compensation $753,000.00
Docusign Envelope ID: C0355533-3C81-48D1-B243-A6AA634E043F Vers.: Aug. 5, 2019
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in -house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to
commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.
Docusign Envelope ID: C0355533-3C81-48D1-B243-A6AA634E043F