22-0621_ACCELERATED IMAGING, INC._3rd Amd to Personal Services Agreement61147.00310\40101429.1
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AMENDMENT NO. 3
TO THE PERSONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
ACCELERATED IMAGING, INC.
1. Parties and Date.
This Amendment No. 3 to the PERSONAL SERVICES AGREEMENT is made and entered
into as of this 21st day of June, 2022, 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 image/scan Building and Planning documents onto CD-ROMs
and store data directly in a back-end relational database and import such data into the City’s
program, “Doc Server.”
2.2 Amendment No. 1. On December 13, 2018, the City and Consultant entered into
Amendment No. 1 to the Agreement (“Amendment No. 1”) to revise the term and compensation
amount of the Agreement.
2.3 Amendment No. 2. On June 18, 2021, the City and Consultant entered into
Amendment No. 2 to the Agreement (“Amendment No. 2”) to revise the term the Agreement.
2.4 Amendment No. 3. The City and Consultant now desire to amend the Agreement to
extend the term and increase the not-to-exceed amount of the Agreement.
2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 2 of
the Agreement.
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3. Terms.
3.1 Amendment. Section 2 (Term) of the Agreement is 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, 2023, 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 one (1) additional one-year term. 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 is hereby amended in its entirety to read as follows:
3.1 Amount.
Total compensation for the services here under shall not exceed the
approved operational budget amount for the imaging services. 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. 3, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
Parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever
the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this
Amendment No. 3.
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. 3.
3.5 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
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7/13/2022