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THIRD AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND
USA SHADE & FABRIC STRUCTURES
(SHADE STRUCTURE DESIGN SERVICES AND PURCHASE – SHADE
INSTALLATION AT PARK PLAYGROUNDS PROJECT)
1. PARTIES AND DATE.
This Third Amendment to the Professional Services Agreement (“Third Amendment”) is made and entered into this ______ day of ____________, 2024 by and between the City of Corona (“City”) and USA Shade & Fabric Structures, a Delaware corporation (“Consultant”).
City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Third Amendment.
2. RECITALS.
2.1 Agreement. City and Consultant entered into that certain Professional Services Agreement dated on or about May 4, 2022 (“Agreement”), whereby Consultant agreed to provide shade structure design and equipment services.
2.2 Prior Amendments. City and Consultant entered into that certain First Amendment to the Professional Services Agreement on or about January 25, 2023 (“First Amendment”). City and Consultant entered into that certain Second Amendment to the Professional Services Agreement on or about June 6, 2023 (“Second Amendment”).
2.3 Amendment. City and Consultant desire to amend the Agreement for the third time to (1) amend the scope of services to add shade structures for Santana and Cresta Verde Parks; (2) increase the Consultant’s compensation to account for the added services; and (3) replace two exhibits.
3. TERMS.
3.1 Rates & Total Compensation. Section 3.3.1 (Rates & Total Compensation) and Exhibit “C-2” (Compensation) of the Agreement, as amended by the Second Amendment, are hereby deleted in their entirety and replaced with the following:
“3.3.1 Rates & Total Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C-3” attached hereto and incorporated herein by reference. The total compensation, including authorized reimbursements, shall not exceed Two Hundred Thirty-eight Thousand Five Hundred Thirty-eight Dollars ($238,538.00) (“Total Compensation”), without written DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA\DD\02000.50105\10005846.1
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approval of City’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.”
3.2 Exhibit “A-3”. Exhibit “A-2” (Scope of Services) of the Agreement, as amended by the Second Amendment, is hereby deleted in its entirety and replaced with Exhibit “A-3” (Scope of Services) attached hereto and incorporated herein by reference.
3.3 Continuing Effect of Agreement. Except as amended by this Third Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect.
From and after the date of this Third Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Third Amendment.
3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Third Amendment.
3.5 Counterparts. This Third Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA\DD\02000.50105\10005846.1
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CITY’S SIGNATURE PAGE FOR
THIRD AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND
USA SHADE & FABRIC STRUCTURES
(SHADE STRUCTURE DESIGN SERVICES AND PURCHASE – SHADE
INSTALLATION AT PARK PLAYGROUNDS PROJECT)
IN WITNESS WHEREOF, the Parties have entered into this Third Amendment to Professional Services Agreement as of the date noted on the first page of the Amendment.
CITY OF CORONA
By: _________________________
Savat Khamphou
Public Works Director
Reviewed By:
________________________
Kenny Nguyen
CIP Manager/Assistant City Engineer
Reviewed By:
________________________
Tracy Martin
Senior Project Manager
Reviewed By:
________________________
Yasmin Lopez
Purchasing Manager
Attest:
________________________
Sylvia Edwards, City Clerk
City of Corona, California
DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA\DD\02000.50105\10005846.1
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CONSULTANT’S SIGNATURE PAGE FOR
THIRD AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND
USA SHADE & FABRIC STRUCTURES
(SHADE STRUCTURE DESIGN SERVICES AND PURCHASE – SHADE
INSTALLATION AT PARK PLAYGROUNDS PROJECT)
USA SHADE & FABRIC STRUCTURES
a Delaware corporation
By: ___________________________
Rob Blakley
Senior Vice President
By: ___________________________
Cary Glay
Vice President/CFO
DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA\DD\02000.50105\10005846.1
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EXHIBIT "A-3"
SCOPE OF SERVICES
Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional shade structure consulting services necessary for the Project. The Services are more particularly described herein.
Provide fabric shade structures including, but not limited, to design and engineering services for Mountain Gate, Lincoln and Santana Park playgrounds pursuant to the following:
MOUNTAIN GATE PARK
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DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA\DD\02000.50105\10005846.1
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ADD SERVICE 1 – CRESTA VERDE PARK:
Provide Engineered Drawings for Cresta Verde Park shade structure.
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ADD SERVICE 2 – SANTANA PARK:
Remove Shade Structure 1 and Shade Structure 2 from Scope of Services. Consultant to provide Engineering Drawings only.
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ADD SERVICE 2 – LINCOLN PARK:
Replace two (2) each 14 x 14 shade structures with two (2) each 20 x 20 shade structures per the following:
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ADD SERVICE 3 – SANTANA PARK:
Add Shade Structures 1 and 2 (Engineering Drawings previously accounted for under Add Service 2)
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ADD SERVICE 3 – CRESTA VERDE PARK
Add Shade Structure 1 (Engineering Drawings previously accounted for under Add Service 2) DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA
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DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA\DD\02000.50105\10005846.1
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EXHIBIT "C-3"
COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in this Exhibit “C-3”.
Total Compensation shall not exceed Two Hundred Thirty-eight Thousand Five Hundred Thirtyeight Dollars ($238,538.00) without prior written authorization from City’s Representative.
MOUNTAIN GATE PARK
Total Cost Including Shade Structure, all Accessories/Miscellaneous, Shipping/Handling, Engineered Drawings and Corona Sales Tax: $64,110.92
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ADD SERVICE 1 – CRESTA VERDE PARK:
Total Cost for Engineered Drawings $2,145,00
PRICINGTOTALS:
Unit Total Engineering Only
Sourcewell Discount Engineering Only
Shipping/Handling
*subject to market fluctuation Engineering Only
SUBTOTAL Engineering Only
Sales Tax (%) Engineering Only
Engineering $2,145.00
Installation Engineering Only
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ADD SERVICE 2 – SANTANA PARK:
Total Cost for Engineering Drawings $3,500
ADD SERVICE 2 - LINCOLN PARK:
Total Cost Including Shade Structure, all Accessories/Miscellaneous, Shipping/Handling, Engineered Drawings and Corona Sales Tax: $21,445.58
DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA
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ADD SERVICE 3 – SANTANA PARK:
Total Cost, including Shade Structures 1 and 2, all Accessories/Miscellaneous, Shipping/Handling, Engineered Drawings and Corona Sales Tax: $96,174.07 ($99,674.97 less $3,500 Engineering costs previously accounted for under Add Service 2) DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA\DD\02000.50105\10005846.1
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ADD SERVICE 3 – CRESTA VERDE PARK
Total Cost, including Shade Structure, all Accessories/Miscellaneous, Shipping/Handling, Engineered Drawings and Corona Sales Tax: $51,161.25 ($53,306.25 less $2,145.00 Engineering costs previously accounted for under Add Service 2)
DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B CA
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DocuSign Envelope ID: A3396A52-00D0-4C89-8D09-AEFEA5F6FAE6 DocuSign Envelope ID: 42B1A174-7BEB-481E-8C43-E643871E865B