AMENDMENT NUMBER ONE TWO TO AGREEMENT MA-060-10012256 BETWEEN THE COUNTY OF ORANGE AND STADIUM MERCEDES TECH, INC FORMERLY KNOWN AS JACK FERRARO DBA STADIUM AUTOMOTIVE This AMENDMENT NUMBER ONE TWO to Contract Number MA-06010012256 (hereinafter “AMENDMENT NUMBER ONE TWO”) between the County of Orange, a political subdivision of the state of California (hereinafter “COUNTY”) and Stadium Mercedes Tech, Inc Jack Ferraro dba Stadium Automotive (hereinafter “CONTRACTOR”) with a place of business at 2120 E. Howell Ave., Ste. 416, Anaheim, CA 92806-6029, is made and entered upon execution of all necessary signatures. RECITALS: WHEREAS, COUNTY and CONTRACTOR Jack Ferraro dba Stadium Automotive (the “ORIGINAL CONTRACTOR”) executed a Contract for Vehicle Repairs, Contract Number MA-060-10012256 (hereinafter “ORIGINAL AGREEMENT”) for a one (1) year term of February 18, 2010 through and including February 17, 2011; and WHEREAS, COUNTY and ORIGINAL CONTRACTOR desire to renew renewed the ORIGINAL AGREEMENT as Contract number MA-060-11011546 (hereinafter “AMENDMENT NUMBER ONE”) for an additional one (1) additional one-year term of February 18, 2011 through and including February 17, 2012; and and the CONTRACTOR has agreed to provide these services at the rates set forth in the ORIGINAL AGREEMENT; WHEREAS, the ORIGINAL CONTRACTOR informs COUNTY that there has been a change in ownership of Jack Ferraro dba Stadium Automotive by Stadium Mercedes Tech, Inc. effective August 16, 2011; and WHEREAS, CONTRACTOR desires to assume all rights, duties and obligations of ORIGINAL CONTRACTOR under the ORIGINAL CONTRACT as amended; NOW THEREFORE, in consideration of the mutual obligations set forth herein, both COUNTY and CONTRACTOR agree as follows: 1. ARTICLES a. Page 6, Additional Terms and Conditions, Section Term of Contract, of the ORIGINAL AGREEMENT is amended to read in its entirety as follows: File folder: 582279 Contractor Initial: ____ 1 1. Term of Contract: This Contract shall commence upon execution of all necessary signatures, and continue in effect from 2/18/10 through and including 2/17/12, unless otherwise terminated by COUNTY. The period of 2/18/10 through and including 2/17/11 shall be known as Contract number MA-060-10012256. The period of 2/18/11 through and including 2/17/12 shall be known as Contract number MA-060-11011546. This Contract may be renewed for three (3) separate additional one-year terms by mutual written agreement of both Parties. The County is not under any obligation to provide Contractor with a reason should it elect not to renew this Contract, nor is the County obligated to provide any prior notice to Contractor of its intent not to renew the Contract. 1. Contractor agrees to accept the assignment of the ORIGINAL CONTRACT, as amended by AMENDMENT ONE from ORIGINAL CONTRACTOR and all rights, duties, responsibilities and obligations of ORIGINAL CONTRACTOR thereunder, 2. COUNTY consents to the assignment of the ORIGINAL CONTRACT, as amended, to CONTRACTOR A true and correct copy of the ORIGINAL AGREEMENT (Contract Number MA-060-10012256) is attached hereto as Exhibit A and incorporated by this reference. 3. A true and correct copy of the ORIGINAL AGREEMENT (Contract Number MA-06010012256) is attached hereto as Exhibit A and incorporated by this reference. 4. A true and correct copy of AMENDMENT NUMBER ONE (Contract Number MA-06011011546) is attached hereto as Exhibit B and incorporated by this reference. 53. All other provisions of the ORIGINAL AGREEMENT except as amended herein and to the extent they are not inconsistent with this and AMENDMENT NUMBER ONE, except as amended herein, remain unchanged and in full force and effect. All obligations of the Parties that would have been terminated on February 17, 2011 are hereby extended to February 17, 2012. // // // // File folder: 582279 Contractor Initial: ____ 2 IN WITNESS WHEREOF, the Parties have executed AMENDMENT NUMBER ONE TWO to Contract number MA-060-10012256 which shall now be known as MA-060-11011546. *Contractor: Stadium Mercedes Tech, Inc. formerly known as Jack Ferraro dba Stadium Automotive By: Title: Print Name: Date: *Contractor: Stadium Mercedes Tech, Inc. formerly known as Jack Ferraro dba Stadium Automotive By: Title: Print Name: Date: *If a corporation, the document must be signed by two corporate officers. The first signature must be either the Chairman of the Board, President, or any Vice President. The second signature must be the secretary, an assistant secretary, the Chief Financial Officer, or any assistant treasurers. County Of Orange A political subdivision of the State of California Sheriff-Coroner Department By: Title: Print Name: Date: APPROVED AS TO FORM COUNTY COUNSEL __________________________________ John H. Abbott, Deputy File folder: 582279 Contractor Initial: ____ 3 EXHIBIT A ORIGINAL AGREEMENT (Contract Number MA-060-10012256) File folder: 582279 Contractor Initial: ____ 4 EXHIBIT B AMENDMENT NUMBER ONE (Contract Number MA-060-11011546) File folder: 582279 Contractor Initial: ____ 5