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18-1213_ACCELERATED IMAGING, INC._1st Amd to Personal Services Agreement AMENDMENT NO. 1 TO THE PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND ACCELERATED IMAGING,INC. 1. Parties and Date. This Amendment No. 1 to the PERS NAL SERVICES AGREEMENT is made and entered into as of this l✓ day of , 2018, by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and Accelerated Imaging, Inc., a California Corporation with its principal place of business at 21084 Bake Parkway, Suite 108, Lake Forest, CA 92630 (Consultant). City and Consultant are sometimes individually referred to as"Party" and collectively as "Parties." 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled "PERSONAL SERVICES AGREEMENT" dated July 1, 2011 ("Agreement") for the purpose of retaining the services of consultant to provide imaging/scanning the Building and Planning documents on CD-ROM and store data directly into back-end relational database and imported in the City's program, "Doc Server." 2.2 Amendment Purpose. 2.2.1 Term. The City and Consultant desire to amend the Agreement to revise the term of the Agreement. Section 2 (Term) of the Agreement provides: "This Agreement shall commence on the effective date of this Agreement and services required hereunder shall continue until notified that said services are no longer required, subject to 15 days' notice of termination." The City and Consultant desire to amend Section 2 to set a timeframe in which the services are to be completed. 2.2.2 Compensation. The City and Consultant also desire to amend the Agreement to revise compensation of the Agreement. Subsection 3.1 (Amount) of Section 3 (Compensation) provides: "The compensation for the services hereunder shall not exceed the amount of the purchase order issued for each fiscal year for the service and the budget approved by the City Council. The service shall be billed to the City at the rate set forth in Exhibit `B', attached and incorporated herein by reference." The City and consultant desire Page 1 of 3 to amend Subsection 3.1 to a"not to exceed" amount of$45,000. 3. Terms. 3.1 Term Amendment. Section 2 (Term) of the Agreement are hereby amended in its entirety to read as follows: Section 2. Term. Consultant shall perform its services in a prompt and timely manner. Consultant shall complete the services required hereunder by June 30, 2021, unless earlier terminated herein as provided. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for not more than two additional one-year terms. The Notice to Proceed shall set forth the date of commencement of work. 3.2 Compensation Amendment. Subsection 3.1 (Amount) of Section 3 (Compensation) of the Agreement are hereby amended in its entirety to read as follows: 3.1 Amount. Total compensation for the services here under shall not exceed $45,000. The service shall be billed to the City at the rate set forth in Exhibit "B," attached and incorporated herein by reference. 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term "Agreement"appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.4 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 Amendment No. 1. 3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Signatures on Next Pagel Page 2 of 3 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND ACCELERATED IMAGING, INC. CITY OF SAN JUAN CAPISTRANO ACCELERAETD IMAGING, INC. Approved By: nj m' iege� Signature City Manager Spot Ft, Mt(s hi NO / 2-13- Name Date +a `' - Attested . Title fcv -1-1.51r e Mia. Morris, City Clerk Date Approved As To Form: 11 ;3 City Atto ey Page 3 of