AGR-7006.1 - TRANSPORTATION STUDIES INCORPORATEDAGR-7006.1 ST
FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
[On -Call Traffic Data Collection Services]
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the
"First Amendment') is made and entered into as of September 13 , 2022, by and between the
CITY OF ORANGE, a municipal corporation ("City"), and TRANSPORTATION STUDIES,
INCORPORATED, a California corporation ("Contiactor'), with reference to the following:
A. City and Contractor entered into a Professional Services Agreement (Agreement
No.7006) dated July 17th, 2020, which is incorporated herein by this reference (the "Original
Agreement"); and
B. City and Contractor desire to amend the Original Agreement to modify, amend and
supplement certain portions of the Original Agreement by increasing the compensation and setting the
term.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross -References. City and Contractor agree that all references in this First
Amendment are deemed and construed to refer to the Original Agreement, as implemented by this
First Amendment.
Section 3. Compensation. The total not -to -exceed compensation for the services to be
rendered as set forth in Section 2.a of the Original Agreement is increased by FORTY THOUSAND
ONE HUNDRED DOLLARS and 00/100 ($40,100.00) and Section 2.a is hereby amended in its
entirety to read as follows:
"Contractor's total compensation for all services performed under this Agreement, shall
not exceed SEVENTY THOUSAND DOLLARS and 00/100 ($70,000.00) without the
prior written authorization of City."
Section 4. Time of Completion. Section 10 of the Original Agreement is amended in its
entirety to read as follows:
"10. Time of Completion. Contractor shall commence the work specified upon
execution of the First Amendment and shall diligently prosecute completion of the work.
The Term of this First Amendment commences upon the Effective Date and expires
September 30, 2025."
Section 5. Integration. This First Amendment amends, as set forth herein, the Original
Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full
force and effect. To the extent that there is any conflict or inconsistency between the terms and
provisions of this First Amendment and the terms and provisions of the Original Agreement, the terms
and provisions of this First Amendment shall control and govern the rights and obligations of the
parties.
IN WITNESS of this First Amendment, the parties enter into this First Amendment on the
year and day first above written.
"CONTRACTOR"
TRANSPORTATION STUDIES
INCORPORATED, a California corporation
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"CITY"
CITY OF ORANGE, a municipal corporation
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Mark A. Murphy, Mayor
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Pamela Coleman, City Clerk
APPROVED AS TO FORM:
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Mary E. Binning
Senior Assistant City Attorney
*NOTE: If Contractor is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice -President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or
an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter into
this Agreement. A copy of the corporate resolution, certified by the Secretary
close in time to the execution of the Agreement, must be provided to City.
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