HomeMy WebLinkAboutAGR-7628.1 - SMITHSON ELECTRIC, INC. - ON-CALL TRAFFIC SIGNAL SERVICES BID NO. 23-24.16; SP-4272FIRST AMENDMENT
TO
ON-CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT
[On-Call Traffic Signal Services: Loop Detector Installation and Replacement; SP-4272 (Bid
No. 23-24.16)]
THIS FIRST AMENDMENT TO MAINTENANCE SERVICES AGREEMENT (the
“First Amendment”) is made and entered into as of _______________, 2025, by and between the
CITY OF ORANGE, a municipal corporation (“City”), and SMITHSON ELECTRIC, INC., a
California corporation (“Contractor”), with reference to the following:
A. City and Contractor entered into a Maintenance Services Agreement (Agreement No.
7628) dated as of November 28, 2023, 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 extending the Term and increasing the
compensation.
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 Extension Term. Pursuant to Section 2.1 of the Original Agreement, the City
exercises its option to extend the Term for an additional one-year period (the First Extension Term”).
The First Extension Term shall commence on November 28, 2025 and terminate on November 27,
2026, under the same terms and conditions as the amended Original Agreement.
Section 4 Compensation.
a) Increase in Compensation: The total not-to-exceed compensation for the services to be
rendered under the Original Agreement is increased by THIRTY THOUSAND DOLLARS
and 00/100 ($30,000.00).
b) Revised Compensation Cap: Section 2.a of the Original Agreement is hereby amended in
its entirety to read as follows:
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AGR-7628.1
August 26
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“Contractor's total compensation for all services performed under this Agreement, shall
not exceed NINETY THOUSAND DOLLARS and 00/100 ($90,000.00) without the
prior written authorization of City.”
Section 5. Authority of City Manager. Pursuant to Section 3.08.430 of the Orange
Municipal Code, the City Manager is authorized to approve and execute amendments to the Agreement
to adjust the compensation as provided herein.
Section 6. 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 ter ms 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.
Section 7. Execution. This First Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
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IN WITNESS of this First Amendment, the parties enter into this First Amendment on the
year and day first above written.
“CONTRACTOR” “CITY”
SMITHSON ELECTRIC, INC. CITY OF ORANGE, a municipal corporation
a California corporation
*By: By:
Printed Name: Patrick T. Smithson Jarad L. Hildenbrand, City Manager
Title: President
*By: ATTEST:
Printed Name: Christopher L. Zell
Title: Vice President
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Nathalie Adourian
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 the City.
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