CA\DD\02000.50105\10005846.1 (CITY ATTY: 01-14)
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND GHD, INC.
(WATER TREATMENT SYSTEMS DESIGN- RFP 19-016CA ON-CALL
ENGINEERING AND PROFESSIONAL SERVICES CONTRACTS)
1. PARTIES AND DATE.
This First Amendment to the Professional Services Agreement (Water Treatment Systems Design – RFP19-016CA On-Call Engineering and Professional Services Contracts) (“First Amendment”) is made and entered into this ______ day of __________, 2024 by and between the City of Corona (“City”) and GHD, Inc., a California corporation (“Consultant”).
City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Third Amendment.
2. RECITALS.
2.1 Water Treatment Agreement. City and Consultant entered into that certain Professional Services Agreement (Water Treatment Systems Design – RFP19-016CA On-Call Engineering and Professional Services Contracts) dated June 19, 2019 (“Water Treatment Agreement”), whereby Consultant agreed to provide on-call Water Treatment Systems Design services.
2.2 Water Reclamation Agreement. City and Consultant also entered into that certain Professional Services Agreement (Water Reclamation Systems Design – RFP19-016CA On-Call Engineering and Professional Services Contracts) dated June 19, 2019 (“Water Reclamation Agreement”), whereby Consultant agreed to provide on-call Water Reclamation Systems Design services.
2.3 Water Reclamation Agreement Amendments. City and Consultant also entered into that certain First Amendment to Water Reclamation Agreement dated October 13, 2022 and that certain Second Amendment to Water Reclamation Agreement dated August 28, 2023 (collectively “Water Reclamation Agreement Amendments”).
2.4 Erroneous Second Amendment. On or about August 16, 2023, the Parties entered into that certain Second Amendment to Professional Services Agreement (Water Reclamation Systems Design -RFP 19-016CA On-Call Engineering and Professional Services Contracts) (“Erroneous Second Amendment”), which was intended to extend the term of the Water Treatment Agreement and to replace Exhibit “C” pertaining to compensation. While the Erroneous Second Amendment amended the Water Reclamation Agreement, the Parties’ intent was to amend the Water Treatment Agreement for the first time.
2.5 First Amendment. City and Consultant desire to rescind the Erroneous Second Amendment and to amend the Water Treatment Agreement for the first time to (1) extend the DocuSign Envelope ID: 87DA2B65-EF53-479C-B4D0-576D03FD62EF DocuSign Envelope ID: D2949C36-8150-49E8-A9CB-8AFB9708BBFB CA\DD\02000.50105\10005846.1 2 (CITY ATTY: 01-14)
Term of the Water Treatment Agreement retroactively from July 1, 2022 through June 30, 2026; (2) amend the Total Compensation; and (3) replace Exhibit “C” (Compensation) with Exhibit “C-1” (Compensation).
3. TERMS.
3.1 Rescission of Erroneous Second Amendment. The Erroneous Second Amendment is hereby rescinded in its entirety and shall be superseded by the terms of this First Amendment. Nothing herein shall be construed to alter the terms of the Water Reclamation Agreement and the Water Reclamation Agreement Amendments.
3.2 Term. Section 3.1.2 (Term) of the Water Treatment Agreement is hereby deleted in its entirety and replaced with the following:
“3.1.2 Term. The Term of this Agreement shall be from
June 19, 2019 to June 30, 2026 (“Term”), unless earlier terminated as provided herein. Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes by generally and collectively referred to as “Term” in this Agreement.”
3.3 Rates & Total Compensation. Section 3.3.1 (Rates & Total Compensation) of the Agreement is hereby deleted in its 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-1” attached hereto and incorporated herein by reference.
The total compensation, including authorized reimbursements, shall not exceed Five Hundred Sixty Thousand Dollars ($560,000) (“Total Compensation”) without written approval of the 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.”
3.4 Exhibit “C”. “Exhibit “C” is hereby deleted in its entirety and replaced with Exhibit “C-1” attached hereto and incorporated herein by reference.
3.5 Continuing Effect of Agreement. Except as amended by this First Amendment, all provisions of the Water Treatment Agreement shall remain unchanged and in full force and effect. From and after the date of this First Amendment, whenever the term DocuSign Envelope ID: 87DA2B65-EF53-479C-B4D0-576D03FD62EF DocuSign Envelope ID: D2949C36-8150-49E8-A9CB-8AFB9708BBFB CA\DD\02000.50105\10005846.1 3 (CITY ATTY: 01-14)
“Agreement” appears in the Water Treatment Agreement, it shall mean the Water Treatment Agreement as amended by this First Amendment.
3.6 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 First Amendment.
3.7 Counterparts. This First 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: 87DA2B65-EF53-479C-B4D0-576D03FD62EF DocuSign Envelope ID: D2949C36-8150-49E8-A9CB-8AFB9708BBFB CA\DD\02000.50105\10005846.1 4 (CITY ATTY: 01-14)
CITY’S SIGNATURE PAGE
FOR
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND GHD, INC.
(WATER TREATMENT SYSTEMS DESIGN- RFP 19-016CA ON-CALL
ENGINEERING AND PROFESSIONAL SERVICES CONTRACTS)
IN WITNESS WHEREOF, the Parties have entered into this First Amendment to Professional Services Agreement as of the date noted on the first page of the Amendment.
CITY OF CORONA
By: _________________________
Tom Moody
Director of Utilities
Reviewed By: _________________________
Katie Hockett
Assistant Director of Utilities
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest:
_________________________
Sylvia Edwards, City Clerk
City of Corona, California
DocuSign Envelope ID: 87DA2B65-EF53-479C-B4D0-576D03FD62EF DocuSign Envelope ID: D2949C36-8150-49E8-A9CB-8AFB9708BBFB CA\DD\02000.50105\10005846.1 5 (CITY ATTY: 01-14)
CONSULTANT’S SIGNATURE PAGE
FOR
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND GHD, INC.
(WATER TREATMENT SYSTEMS DESIGN- RFP 19-016CA ON-CALL
ENGINEERING AND PROFESSIONAL SERVICES CONTRACTS)
IN WITNESS WHEREOF, the Parties have entered into this First Amendment to Professional Services Agreement as of the date noted on the first page of the Amendment.
GHD, INC.
a California corporation
By: _________________________
Gregory Watanabe
Vice President
By: _________________________
J. Duncan Findlay
Secretary and Chief Counsel-Americas
DocuSign Envelope ID: 87DA2B65-EF53-479C-B4D0-576D03FD62EF DocuSign Envelope ID: D2949C36-8150-49E8-A9CB-8AFB9708BBFB CA\DD\02000.50105\10005846.1
27157.11000\2955190.2
EXHIBIT "C-1”
COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.
DocuSign Envelope ID: 87DA2B65-EF53-479C-B4D0-576D03FD62EF DocuSign Envelope ID: D2949C36-8150-49E8-A9CB-8AFB9708BBFB