This SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT is entered into this

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1 7/20/207 Rev. 8//205 SECOND AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF SAN JOSE AND LANDRUM & BROWN, INCORPORATED This SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT is entered into this day of,207, by the CITY OF SAN JOSE, a municipal corporation of the State of California ("CITY"), and LANDRUM & BROWN, INCORPORATED, an Ohio corporation authorized to do business in the State of California ("CONSUL TANT"). RECITALS WHEREAS, on June 4, 204, CITY and CONSULTANT entered into an agreement entitled "AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF SAN JOSE AND LANDRUM & BROWN, INC." ("AGREEMENT"); and WHEREAS, on May 3,207, CITY and CONSULTANT amended the AGREEMENT to (i) extend the term to June 30, 2020; (ii) increase the total compensation to $550,000 and revise the CONSULTANT's hourly rates; (iii) update the CONSULTANT's address for Notices; and (iv) add provisions as required under federal law and regulations; and WHEREAS, CITY and CONSULTANT desire to further amend the amended AGREEMENT to increase the total compensation to $650,000 and to update the CONSULTANT's address for Notices; NOW, THEREFORE, the parties agree to further amend the amended AGREEMENT as follows: T L&B-2nd Amendment Agreement DRAFT--Contact the Office of the City Clerk at (408) or CityClerk@sanjoseca.gov for final document.

2 7/20/207 Rev. 8//205 SECTION. SECTION 4, "COMPENSATION," is amended to read as follows: "A. The compensation to be paid to CONSULTANT, including both payment for professional services and reimbursable expenses, shall not exceed Six Hundred Fifty Thousand Dollars ($650,000.00). The rate and schedule of payment is set out in SECOND REVISED EXHIBIT C, entitled "COMPENSATION," which is attached hereto and incorporated herein. B. CONSULTANT agrees that in the performance of this AGREEMENT, CONSULTANT shall adhere to City Council Policy -9, the following provisions of which are made applicable to this AGREEMENT:. It is the policy of the CITY that CITY's funds should not be used for the purchase of single-serving bottled water. 2. The following circumstances shall constitute exceptions to City Council Policy -9: a. Public safety emergencies, investigations and extended deployments or activation of the Office of Emergency Services. b. High risk of cross-contamination with non-potable water. c. Situations where there are no reasonable alternatives to bottled water, such as large public events and when large quantities of water may need to be distributed for health and safety reasons. 3. CONSULTANT acknowledges and agrees that an invoice seeking reimbursement from CITY for the cost of Single-serving bottled water under the exception referenced above in Subsection 2(c) T L&B-2nd Amendment Agreement 2 DRAFT--Contact the Office of the City Clerk at (408) or CityClerk@sanjoseca.gov for final document.

3 7/20/207 Rev. 8//205 must be accompanied by a waiver form provided by CITY and signed by the department head of the CITY department administering this AGREEMENT." SECTION 2. SECTION 24, "NOTICES," is amended to read as follows: "All notices and other communications required or permitted to be given under this AGREEMENT shall be in writing and shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective parties as follows: To CITY: To CONSULTANT: Norman Y. Mineta San Jose International Airport Attention: Director of Aviation 70 Airport Blvd, Suite B- 30 San Jose, CA 950 Tom Cornell, Vice President 44 Montgomery Street, Suite 420 San Francisco, CA Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit in the mail." SECTION 3. REVISED EXHIBIT C, "COMPENSATION", is amended to read as shown in SECOND REVISED EXHIBIT C, attached and incorporated into this Second Amendment. SECTION 4. All of the terms and conditions of the amended AGREEMENT not modified by this Second Amendment shall remain in full force and effect. T L&B-2nd Amendment Agreement 3 DRAFT--Contact the Office of the City Clerk at (408) or CityClerk@sanjoseca.gov for final document.

4 7/20/207 Rev. 8//205 WITNESS THE EXECUTION HEREO F on the day and year first written above. "CITY" APPROVED AS TO FORM: CITY OF SAN JOSE, a municipal corporation of the State of California KEVIN FISHER Chief Deputy City Attorney TONI J. TABER, CMC City Clerk "CONSUL TANT" LANDRUM & BROWN, INCORPORATED, an Ohio corporation authorized to do business in the State of California r::z; Signature Thomas L. Cornell Print Name Title Vice President August 7, 207 Date T L&B-2nd Amendment Agreement 4 DRAFT--Contact the Office of the City Clerk at (408) or CityClerk@sanjoseca.gov for final document.

5 7/20/207 Rev. 8//205 CORPORATE SECRETARY CERTIFICATE corporation. This certificate shall be executed by the secretary or assistant secretary of the I, Dennis E. Peters Name of Secretary or Assistant Secretary certify that I am the fzisecretary or 0 Assistant Secretary of the corporation named in the attached agreement; that o m a s L ht. - C - oṟn:-- e - II - --:----:-:-----.,.-: Name of Person that Signed Agreement signed the agreement on behalf of the corporation as the Vice President Title of Person that Signed the Agreement of the corporation; and that the agreement was duly signed for and on behalf of the corporation by authority of its Board of Directors, and is within the scope of its corporate powers. Signature of Secretary or Assistant Secretary Date August 7, 207 DRAFT--Contact the Office of the City Clerk at (408) or CityClerk@sanjoseca.gov for final document.

6 7/20/207 Rev. 8//205 SECOND REVISED EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT at the hourly rates set forth below for professional services performed in accordance with the terms and conditions of this AGREEMENT: LANDRUM & BROWN, INCORPORATED ST ANDARD RATES Effective July, 207 through June 30, OFFICER $275 - $ MANAGING DIRECTOR $260 - $ SR. PROJECT MANAGER $245 - $ PROJECT MANAGER $230 - $ SR. CONSUL TANT $20 - $ CONSULTANT $85 - $ ANALYST $35 - $ ANAL YST -Int $00 - $ PROJECT ADMINISTRATOR $00 - $ ADMIN ASSISTANT $80 - $ CORPORATE SUPPORT $95 - $95 The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services and reimbursable expenses, shall not exceed Six Hundred Fifty Thousand Dollars ($650,000.00). Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. CITY shall reimburse CONSULTANT for actual out-of-pocket costs and expenses reasonably incurred in connection with the services specified in this AGREEMENT, including but not limited to subconsultants, postage, deliveries, word processing and travel costs. SECOND REVISED EXHIBIT C- T L&B-2nd Amendment Agreement DRAFT--Contact the Office of the City Clerk at (408) or CityClerk@sanjoseca.gov for final document.