FIFTH AMENDMENT TO THE AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE SONOMA-MARIN AREA RAIL TRANSIT DISTRICT AND SPTJ CONSULTING

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3 FIFTH AMENDMENT TO THE AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE SONOMA-MARIN AREA RAIL TRANSIT DISTRICT AND SPTJ CONSULTING This Fifth Amendment dated as of April 1, 2016 (the Fifth Amendment ), to the Agreement for Consultant Services by and between SPTJ Consulting. (hereinafter referred to as CONSULTANT ) and the Sonoma-Marin Area Rail Transit District (hereinafter referred to as SMART ), dated as of July 31, 2012 (the Original Agreement, as amended and supplemented by the First, Second, Third, Fourth, and this Fifth Amendment, the Agreement ). RECITALS WHEREAS, CONSULTANT and SMART previously entered the Original Agreement on July 31, 2012 to provide infrastructure migration, improvement and setup services and other related information technology services; and WHEREAS, SMART and CONSULTANT previously entered into various Amendments to the Agreement between December 15, 2012 and June 1, 2015, to increase the not-to-exceed amount, amend the scope of services, and extend the term of the Agreement; and WHEREAS, SMART desires to amend the Agreement to increase the not-to-exceed amount by $519,345, for a total not-to-exceed amount of $831,056, and extend the term of the Agreement to June 30, NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. ARTICLE 5. PAYMENT Article 5 of the Agreement is amended as follows: In addition to the not-to-exceed amount set forth in the Original Agreement, the contract amount shall be increased by an amount not-to-exceed $519,345 for a total not-to-exceed amount of $831,056 for the Agreement. 2. ARTICLE 6. TERM OF AGREEMENT is hereby deleted and replaced in its entirety with the following: ARTICLE 6. TERM OF AGREEMENT. The term of this Agreement shall remain in effect until June 30, 2017, unless terminated earlier in accordance with the provisions of Article 7 below. Contract No. OT-PS Page 1 of 3

4 3. EXHIBITS. The following exhibits are attached hereto and incorporated herein: (a) EXHIBIT B: SCOPE OF WORK All references in the Original Agreement to Exhibit B shall include reference to Exhibit B to this Fifth Amendment. 4. Except to the extent the Agreement is specifically amended or supplemented hereby, the Agreement, together with all supplements, amendments and exhibits thereto is, and shall continue to be, in full force and effect as originally executed, and nothing contained herein shall, or shall be construed to, modify, invalidate, or otherwise affect any provision of the Agreement. THIS SPACE INTENTIONALLY LEFT BLANK Contract No. OT-PS Page 2 of 3

5 IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the date first set forth above. SONOMA-MARIN AREA RAIL TRANSIT DISTRICT Dated: By Farhad Mansourian, General Manager SPTJ CONSULTING Dated: By Chien Liew, President APPROVED AS TO FORM: Dated: By District Counsel Contract No. OT-PS Page 3 of 3

6 EXHIBIT B SCOPE OF WORK Consultant shall provide SMART with professional services and expertise in the field of IT backup support, software and hardware maintenance, design and configure branch offices, Rail Phone support, and Stations Network support. Services shall include: Configuration and Set-Up of New Systems: 1. Configuration and set up new Cisco routers, firewalls, VPN concentrators, and switches to ensure secure, reliable communications between the Petaluma office, the River Road storage yard in Fulton, the Rail Operations Center in Santa Rosa, and future branch and warehouse locations. 2. Migration to fiber for Internet and interoffice connectivity at existing SMART offices. Hardware and Software Maintenance: 1. Maintain and monitor all cisco hardware used for the Administrative network including Firewalls, Switches, Wireless Access Points, and VPN appliances. 2. Perform regular tests, checks, and analysis on Cisco systems used. Proactively recommend procedure and upgrades to insure system health and security. SPTJ CONSULTING FIFTH AMENDMENT EXHIBIT B