SEVENTH AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
THIS SEVENTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the "Seventh Amendment"), dated for purposes of identification only as of ____ , 2023 by and between the CITY OF ANAHEIM, AS SUCCESSOR AGENCY TO THE ANAHEIM REDEVELOPMENT AGENCY, a public entity organized and existing under California Health and Safety Code Section 34173 (the "City"), and TETRA TECH BAS, INC., a California corporation (herein referred to as "Consultant"), having its principal place of business at 1360 Valley Vista Drive in the City of Diamond Bar, California 91765, with reference to the following:
A. The City and Consultant entered into that certain Professional Services Agreement dated October 7, 2014, which is incorporated herein by this reference (the "Original Agreement"), whereby Consultant agreed to provide and has provided assistance with the operations, monitoring and maintenance of the Sparks-Rains and Anderson Pit Landfills; and B. The City and Consultant entered into that certain First Amendment to Professional Services Agreement dated May 17, 2016, which is incorporated herein by this reference (the "First Amendment"), whereby the City and Consultant (each, a "Party" and, jointly, the "Parties") agreed to amend, modify and supplement certain portions of the Original Agreement. Among other things, the First Amendment established Eight Hundred Thirty-eighty Thousand Seven Hundred Forty and No/100 Dollars ($838,740.00) as the Maximum Compensation under the Original Agreement; and
C. The Parties subsequently entered into that certain Second Amendment to Professional Services Agreement dated October 7, 2017, which is incorporated herein by this reference (the "Second Amendment"), whereby the Parties agreed to amend, modify and supplement certain portions of the Original Agreement. In particular, the City elected to extend the term of the Original Agreement to October 7, 2020 (First Extension Term); and D. The Parties thereafter entered into that certain Third Amendment to Professional Services Agreement dated January 14, 2020, which is incorporated herein by this reference (the "Third Amendment"), whereby the Parties agreed to amend, modify and supplement certain portions of the Original Agreement. Among other things, the Third Amendment established One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) as the Maximum Compensation under the Original Agreement; and
E. The Parties thereafter entered into that certain Fourth Amendment to Professional Services Agreement dated September 15, 2020, which is incorporated herein by this reference (the "Fourth Amendment"), whereby the Parties agreed to amend, modify and supplement certain portions of the Original Agreement. Among other things, the Fourth Amendment established Five Million Eight Hundred Thousand and No/100 Dollars ($5,800,000.00) as the Maximum Compensation under the Original Agreement; and
1 F. The Parties thereafter entered into that certain Fifth Amendment to Professional Services Agreement dated September 14, 2021, which is incorporated herein by this reference (the "Fifth Amendment"), whereby the Parties agreed to amend, modify and supplement certain portions of the Original Agreement. In particular, the City elected to extend the term of the Original Agreement to October 7, 2023 (Second Extension Term). Among other things, the Fifth Amendment incorporated a Third Extension Term into the Agreement and established Seven Million Six Hundred and Forty-One Thousand Dollars and No/100 Dollars ($7,641,000.00) as the Maximum Compensation under the Original Agreement; and G. The Parties thereafter entered into that certain Sixth Amendment to Professional Services Agreement dated August 9, 2022, which is incorporated herein by this reference (the "Sixth Amendment"), whereby the Parties agreed to amend, modify and supplement certain portions of the Original Agreement. Among other things, the Sixth Amendment established Twenty Million Eight Hundred and Twelve Thousand Two Hundred and Seventy Six Dollars and No/100 ($20,812,276.00) as the Maximum Compensation under the Original Agreement; and
H. Collectively, the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment shall be referred to as the "Agreement"; and I. The Parties now desire to amend, modify and supplement certain portions of the Agreement to increase the Maximum Compensation.
NOW, THEREFORE, the Parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Agreement.
Section 2. Maximum Compensation. Subparagraph 4.3 of "Section 4.
Compensation" of the Agreement is hereby amended to read as follows:
"4.3. Maximum Compensation. It is understood and agreed between the Parties to this Agreement that full and complete payment for all Services provided in accordance with this Agreement, including sub-consultant fees, and reimbursable expenses, shall not exceed Twenty Nine Million Eight Hundred Nine Thousand Six Hundred and Sixty One and No/100 ($29,809,661.00) (the "Maximum Compensation") without the prior written consent of the City." Section 4. Exhibit C. Exhibit C attached to the Original Agreement is hereby amended to include Exhibit C-4 attached hereto and incorporated herein by this reference.
Section 5. Integration. This Seventh Amendment, the Agreement specifically referred to herein, and all attachments hereto (if any) integrate all of the terms and conditions mentioned herein, and supersede all negotiations with respect to the subject matter hereof. This 2 Seventh Amendment amends, as set forth herein, the Agreement and, except as specifically amended hereby, the Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this Seventh Amendment and the terms and provisions of the Agreement, the terms and provisions of this Seventh Amendment shall control and govern the rights and obligations of the Parties. (Remainder of page intentionally left blank; signatures on next page) 3 IN WITNESS HEREOF, the Parties enter into this Seventh Amendment on the year and day first above written.
"CONSULT ANT"
TETRA TECH BAS, INC.,
a California corporation
By:----------
Jeffrey M. Williams
Chief Financial Officer
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By: _________ _
Ryan 0. Hodge ~ '?l)jts
Deputy City Attorney
148822
4 "CITY"
CITY OF ANAHEIM, AS SUCCESSOR
AGENCY TO THE ANAHEIM
REDEVELOPMENT AGENCY, a public
entity organized and existing under
California Health and Safety Code Section
34173
By:--------------
Sergio M. Ramirez
Executive Director
ATTEST:
THERESA BASS, SECRETARY
By:----- ------
EXHIBIT C-4
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