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HomeMy WebLinkAboutAGR-7643.2 - CULLEN & ASSOCIATES, INC. - CONSULTING SERVICESDocusign Envelope ID:BCF5DEB3-EC4F-41307-A098-C659308C809D AGR-7643. 2 Initial L 7 SECOND AMENDMENT I TO PROFESSIONAL SERVICES AGREEMENT Consulting Services] THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the Second Amendment") is made and entered into as of March 11 2026, by and between the CITY OF ORANGE, a municipal corporation ("City"), and CULLEN & ASSOCIATES INC., a S-Corporation("Contractor"), with reference to the following: A. City and Contractor entered into a Professional Services Agreement (Agreement No. AGR-7643) dated January 23, 2024, which is incorporated herein by this reference (the "Original Agreement"); and B. City and Contractor amended the Original Agreement to revise the Scope of Services, extend the term, and increase the compensation by a First Amendment to Professional Services Agreement(Agreement No. AGR-7643.1)dated September 10,2024,which is incorporated herein by this reference (the"First Amendment"); and C. City and Contractor desire to further amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement to revise the Scope of Services and increase 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 Second Amendment are deemed and construed to refer to the Original Agreement, as implemented by this Second Amendment. Section 3 Revised Scope of Services. The Scope of Services, Section 1,Exhibit A of the Original Agreement,is hereby amended,modified and supplemented to include the services described on Exhibit A attached hereto and incorporated herein by this reference. Section 4 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 ONE THOUSAND EIGHT HUNDRED DOLLARS and 00/100 ($1,800.00) 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 ONE HUNDRED SIXTY-ONE THOUSAND EIGHT HUNDRED DOLLARS and 00/100 ($161,800.00)without the prior written authorization of City." Docusign Envelope ID:BCF5DEB3-EC4F-4D07-A098-C659308C809D Section 5. Integration. This Second 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 Second Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this Second Amendment shall control and govern the rights and obligations of the parties. IN WITNESS of this Second Amendment, the parties enter into this Second Amendment on the year and day first above written. CONTRACTOR"CITY" CULLEN &ASSOCIATES INC., CITY OF ORANGE, a municipal corporation a S-Corporation sgn.d by: Signed by: By: Ot,borah, (au& By: 2-i( Printe ame"4 eborah Cullen tiM5111145nbrand, City Manager Title: President By: ATTEST: Printed Name: Title: Signal by: Pameantoteman, City Clerk APPROVED AS TO FORM: cDocuSigned by: aiiiErnourian, 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. Docusign Envelope ID:BCF5DEB3-EC4F-4D07-A098-C659308C809D EXHIBIT "A" SCOPE OF SERVICES The parties agree to amend the Agreement to increase the scope of work by adding additional hours to be performed by Contractor. The total number of hours allocated under this Amendment shall be increased by 15 hours. The additional hours will be performed in accordance with the terms and conditions of the original agreement. The additional hours will be billed at the rate of$120 per hour, resulting in an increased of$1,800 to the total contract value. The revised total contract is $161,800. Except as expressly modified by this Amendment, all other terms and conditions of the agreement remain unchanged and in full force effect.