1 FIRST AMENDMENT TO CITY OF RIALTO PROFESSIONAL SERVICES AGREEMENT
FOR VOICE OVER INTERNET PROTOCOL
This First Amendment to the City of Rialto Professional Services Agreement for Voice Over Internet Protocol (“First Amendment”) is hereby entered into this 11 of January 2022 by and between the Global CTI a California Corporation (hereinafter referred to as “Consultant”) and the City of Rialto, municipal corporation and general law city (“CITY”), on the terms and conditions stated below. City and Consultant are hereinafter collectively referred to as the “Parties.”
RECITALS
A. The Parties entered into the Professional Services Agreement for Voice Over Internet Protocol on the 8th day of December 2020 (the “Agreement”).
B. The Parties mutually desire to amend the Agreement to order extra work beyond that specified in the Scope of Services.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises set forth herein, the Parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 1.9 is hereby amended to read as follows:
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work or change may be undertaken unless a written o rder is first given by the Contract Officer to the Consultant, describing in detail the extra work or change and the reason(s) therefor and incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work or change, and/or (ii) the time to perform this Agreement, which said adjustments shall be reflected in an amendment to the Agreement subject to the written approval of the Parties. Any amendment to this Agreement shall be reviewed and approved by the City Manager. In acc ordance with Rialto Municipal Code section 2.48.180, increases in compensation of this Agreement may be approved by the City Manager provided: (a) the initial Contract Sum was less than One Hundred Thousand Dollars ($100,000) and the amended Contract Sum w hen considering any or all amendments will not exceed One Hundred Thousand Dollars ($100,000); or (b) the agreement was approved by the City Council and the increases in compensation taken either separately or cumulatively do not exceed One Hundred Thousand Dollars ($100,000). Any greater increases, taken either separately or cumulatively must be approved by the City Council. Payment for additional services rendered by Consultant under this Agreement requires the submission of the actual costs of Consultant’s performance of the extra work with the invoice(s) for the extra work claim(s), as provided in Section 2.4. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services.
Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. “ 2 GENERAL PROVISIONS.
1.2 Remainder Unchanged. Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect and binding upon the parties.
1.3 Integration. This First Amendment consists of pages 1 through 2 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this First Amendment.
1.4 Effective Date. This First Amendment shall not become effective until the date it has been formally approved and executed by the appropriate authorities of the CITY and Global CTI.
1.5 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this First Amendment.
1.6 References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this First Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment.
IN WITNESS WHEREOF , the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.
FOR THE CITY OF RIALTO FOR GLOBAL CTI
____________________________ _____________________________ Marcus Fuller, City Manager Name
Date: __________________ Title
Date:_____________________
ATTEST:
____________________________ ______________________________ Barbara McGee, City Clerk Name
Date:___________________ Title
Date:_____________________
APPROVED AS TO FORM
Burke, Williams & Sorensen, LLP
____________________________
Eric S. Vail, Contract City Attorney
Date:___________________
RIV #4826-2789-2216 v1