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090-15 - Transportation Solutions, Inc. - Contract Amendment 1Amendment No. 1 to Contract No. C090-15 ON -CALL CONSULTANT SERVICES CONTRACT BETWEEN THE CITY OF PORT ORCHARD AND TRANSPORTATION SOLUTIONS, INC. THIS AMENDMENT to Contract No. C090-15 ("Amendment") is made effective as of the 20"' day of December, 2016 by and between the City of Port Orchard, a municipal corporation, organized under the laws of the State of Washington, and Transportation Solutions, Inc., a corporation organized under the laws of the State of Washington, located and doing business at 8250 165d' Avenue NE, Redmond, WA 98052. WHEREAS, the City of Port Orchard, Washington (hereinafter the "City"), and Transportation Solutions, Inc. (hereinafter the "Consultant"), entered into an underlying On -Call Consultant Services Contract, dated December 9, 2015, for consulting services related to the City's transportation and planning services needs ("Underlying_ Agreement"); and WHEREAS, Section IV ("Duration of Work") of the Underlying Agreement provides that the Agreement will terminate on December 31, 2016 "unless extended by an amendment executed by the duly authorized representatives of the parties"; and WHEREAS, the Consultant and the City have conferred and agreed that an extension of the Underlying Agreement through December 31, 2018; and WHEREAS, the Consultant and the City have agreed to separate "not to exceed" amounts for each additional year of the contract; NOW, THEREFORE, In consideration of the mutual benefits accruing, it is agreed by and between the parties thereto as follows: 1. The Underlying Agreement of December 9, 2015 between the parties, incorporated by this reference as fully as if herein set forth, is amended in, but only in, the following respects: 1.1 Section II ("Payment"), subsection A, shall be amended to read as follows: This Agreement does not guarantee any amount of work for the Consultant. Task Orders will be developed as determined by the City and as provided for in this Agreement. The City shall pay the Consultant an amount based on time and materials, not to exceed Forty Thousand Dollars ($40,000) for Task Orders authorized by the City during the 2017 calendar year and not to exceed Forty Thousand Dollars ($40,000) for Task Orders authorized by the City during the 2018 calendar year, including all taxes and fees for the services described in Section I herein. These are the maximum annual amounts to be paid under this Agreement for the work described in this Agreement, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed supplemental agreement. PROVIDED, HOWEVER, the City reserves the right to direct the Consultant's compensated services under the tune frame set forth in Section IV herein before reaching the maximum amount each year. 1.2 Section IV ("Duration of Work") shall be amended to read as follows: The Consultant shall not begin any work under this Agreement until an authorized Task Order has been agreed upon by the parties, and the City has issued a Notice to Proceed. This Agreement shall expire on December 31, 2018, unless extended by an amendment executed by the duly authorized representatives of the parties. 2. In all other respects, the Underlying Agreement between the parties shall remain in full force and effect, amended as set forth herein, but only as set forth herein. IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year set forth above. CITY OF PORT ORCHARD, WASHINGTON M. Robert Putaansuu, Mayor ATTEST/AUTH I TED: By: Brlrndy Rinearson, CMC, City Clerk APPROVED AS TO FORM: By: L:� n Cates, City Attorney ,%%WT f0 cyd�; ORA CY)o ` 1BC r��Bd Pf P8160�S aai9'�e i TRANSPORTATION SOLUTIONS, INC. By: Name: � !�� ��VI't 4 h h Title: r7 C4'42 e