RFP 23-533 DT Spade Amendment

                                           AMENDMENT TO
     RFP 23-533 REAL ESTATE ADVISORY SERVICES AGREEMENT DATED NOV. 19, 2021
This AMENDMENT to the REAL ESTATE ADVISORY SERVICES AGREEMENT (hereinafter
“Amendment”) by and between DUDLEY THOMAS SPADE SRE, LLC (hereinafter “INDEPENDENT
CONTRACTOR”) and DEKALB COUNTY SCHOOL DISTRICT (hereinafter “DCSD”).
INDEPENDENT CONTRACTOR and DCSD are collectively referred to herein as the “Parties” and singly,
as a “Party.”
RECITALS
        WHEREAS, INDEPENDENT CONTRACTOR and DCSD entered into a Real Estate Advisory
Services Agreement Effective November 19, 2021 (the “Agreement”);
       WHEREAS, the Parties hereto desire to amend the Agreement to modify the Agreement terms, as
more fully set forth below;
        NOW THEREFORE, in consideration of the premises and the mutual representations, covenants
and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as
follows:


1.      Section 2.3 of the Agreement is hereby amended by deleting the section in its entirety and
        substituting the following:

        “2.3    Total Obligation. Pursuant to O.C.G.A. Section 20-2-506(b), DCSD’s total obligation
        under this Agreement is as follows:

                2023-2024 Not to exceed $300,000 for non-brokerage services”


2.      Section 6 of the Agreement is hereby amended by deleting the section in its entirety and substituting
        the following:
        “6.1   Invoices. The Service Provider shall submit invoices, to DCSD, for services rendered
        pursuant to the attached Exhibit “A” and Exhibit “B.” Invoices approved by DCSD for work
        completed will be paid by DCSD within thirty (30) days after receipt of the invoice from the Service
        Provider. All invoices submitted by Service Provider shall be submitted to: Mr. Eric Cannady,
        Accounts Payable Manager III, DeKalb County School District, 1701 Mountain Industrial
        Boulevard, Stone Mountain, Georgia, 30083.
        6.2     Agreement Price. DCSD shall pay, and the Service Provider shall accept, as full and
        complete payment for the Contractor’s timely performance of its non-brokerage obligations
        hereunder the hourly rates provided in Exhibit “B” as the Proposed Fee Schedule up to the not-to-
        exceed amount listed in Section 2.3. Such Services shall be requested on an “As Needed” basis
        with a maximum number of hours agreed upon by the parties. Neither this hourly rate nor the not-
        to-exceed amount set forth in Section 2.3 shall be modified except where evidence acceptable to



                                                Page 1 of 2
        DCSD of changed market conditions and indices is produced. Any such proposed price
        escalation/de-escalation shall only take effect on the annual renewal of this Agreement and must
        be presented in writing with substantial proof to DCSD, for approval, a minimum of ninety (90)
        days prior to taking effect. Fees for brokerage services will be billed separately and are to be paid
        from the proceeds of the transaction.”
3.      No Other Amendments. Except as expressly provided in this Amendment, each of the terms and
        provisions of the Service Agreement shall remain in full force and effect in accordance with their
        terms. From and after the date of this Amendment, all references in the Agreement or in any of the
        schedules or instruments executed in connection therewith, to the “Agreement” or to the
        “Contract,” as between the Parties only, shall be deemed to be references to the Agreement, as
        amended by this Amendment.
4.      Ratification of Agreement. The Agreement, as modified by the amendments provided for herein,
        is hereby ratified, confirmed and adopted, and shall continue in full force and effect.
5.      Binding Effect. This Amendment shall be binding upon, shall inure to the benefit of, and shall be
        enforceable by and against all the Parties and their respective legal representatives, successors and
        permitted assigns.
6.      Severability. If any section, or portion thereof, of this Amendment is held to be unenforceable by
        a court of competent jurisdiction, or any governmental body duly authorized by law, such holding
        shall in no way affect the remainder of this Amendment but said unenforceable provision shall be
        as though it were never included herein, provided that such changes do not wholly frustrate the
        primary purpose of this Amendment.
7.      Counterparts. This Amendment may be executed in one or more counterparts, each of which shall
        be deemed an original and all of which, taken together, shall constitute one and the same instrument.
        Original signatures hereto may be delivered by facsimile or by electronic transmission in .PDF or
        .TIF format which shall be deemed originals.


         IN WITNESS WHEREOF, this Amendment has been signed by each of the Parties hereto as of
the date set forth above.




DEKALB COUNTY SCHOOL DISTRICT                             INDEPENDENT CONTRACTOR
By: _____________________________                         By: _____________________________
Name: Dr. Devon Q. Horton                                 Name: _________________
Title: Superintendent                                     Title: _________________
Date: _________________                                    Date: _________________




                                                Page 2 of 2