SECOND AMENDMENT TO THE
SERVICES AGREEMENT
BETWEEN THE CITY OF RIALTO
AND
BIO-TOX LABORATORIES, INC.
1. Parties and Date.
This Second Amendment to the Services Agreement (“Second Amendment”) is made and entered into this 3rd day of September 2024, by and between the City of Rialto, a municipal corporation and California general law city (“City”) and Bio-Tox Laboratories Inc., a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Second Amendment.
2. Recitals.
2.1 Agreement. City and Consultant entered into that certain Services Agreement dated July 1, 2022, (“Agreement”), whereby Consultant agreed to provide services to the City related to providing voice and document transcription services for the City. The Consultant is uniquely qualified to perform standardization services to be provided hereunder.
2.2 Amendment. City and Consultant desire to amend the Agreement by this Second Amendment to extend the term of the Agreement, and to increase the total amount of compensation for the Agreement.
3. Terms.
3.2 Payment Terms. Consultant shall be compensated for the additional services included in this Second Amendment in an amount not to exceed Three Hundred Thousand Dollars and Zero Cents ($350,000.00). The total compensation, including reimbursement for actual expenses, the City will pay Consultant pursuant to the Agreement as amended by the First Amendment shall not exceed Six Hundred Seventy-Five Thousand and Zero Cents ($675,000.00).
3.3 Time for Performance. The time to complete the additional services included in the Second Amendment shall begin immediately upon the City Council’s approval of the Second Amendment. This amendment shall continue in full force and effect until June 30, 2026.
3.5 Continuing Effect of Agreement. Except as amended by this Second Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Second Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Second Amendment.
3.6 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Second Amendment.
3.7 Counterparts. This Second Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
3.8 Conflict of Interest. Pursuant to Rialto Municipal Code section 2.48.145, Consultant represents that it has disclosed whether it or its officers or employees is related to any officer or employee of the City by blood or marriage within the third degree which would subject such officer or employee to the prohibition of California Government Sections 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090. To this end, by approving this Agreement, Consultant attests under penalty of perjury, personally and on behalf of Consultant, as well its officers, representatives, that it/they have no relationship, as described above, or financial interests, as such term is defined in California Government Section 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090, with any City of Rialto elected or appointed official or employee, except as specifically disclosed to the City in writing.
3.9 Corporate Authority. The persons executing this Second Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Second Amendment on behalf of said party, (iii) by so executing this Second Amendment, such party is formally bound to the provisions of this Second Amendment and (iv) the entering into this First Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS THEREOF, the parties have caused their authorized representative to execute this agreement the day and year first above written.
CITY OF RIALTO
BIO-TOX LABORATORIES, INC.
By:
By:
Michael Milhiser, Interim City Manager
Signature
Tracey Stangarone
Name
Attest:
President
Title
By:
Barbara McGee, City Clerk
By:
Signature
Approved as to Form:
Sue Somers
Name
Burke, Williams & Sorensen, LLP
Assistant Secretary
Title
By:
Eric S. Vail, City Attorney
**Two signatures are required if a
corporation**