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THIRD AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND
MARK THOMAS AND COMPANY, INC.
(PROJECT MANAGEMENT SERVICES
FOR MCKINLEY STREET GRADE SEPARATION
CITY OF CORONA PROJECT NO. 2012-12/ST-2012-01)
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 Mark Thomas and Company, Inc. (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Second Amendment.
2. RECITALS.
2.1 Agreement. City and Consultant entered into that certain Professional Services Agreement dated June 19, 2019 (“Agreement”), whereby Consultant agreed to provide professional Project Management consulting services.
2.2 Prior Amendment(s). City and Consultant entered into that certain First Amendment to the Professional Services Agreement on or about July 21, 2021 (“First Amendment”). City and Consultant entered into that certain Second Amendment to the Professional Services Agreement on or about August 2, 2023 (“Second Amendment”).
2.3 Amendment. City and Consultant desire to amend the Agreement for the third time to (1) extend the Term of the Agreement through December 31, 2026; (2) amend the Rate & Total Compensation by $445,280 to $4,103,565.00; (3) replace Exhibit “A-2” (Scope of Services) with Exhibit “A-3” (Scope of Services); and (4) replace Exhibit “C-2” (Compensation) with Exhibit “C-3” (Compensation).
3. TERMS.
3.1 Term. Section 3.1.2 (Term) of the Agreement is hereby deleted in its entirety and replaced with the following:
“3.1.2 Term. The term of this Agreement shall be from July 21, 2021, to December 31, 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 Docusign Envelope ID: 749C9595-5124-494C-88D9-832B6AF42438 Docusign Envelope ID: 9931CC56-B6D2-486A-A776-160E9604569C CA\DD\02000.50105\10005846.1
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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 be generally and collectively referred to as “Term” in this Agreement.”
3.2 Rates & Total Compensation. Section 3.3.1 (Rates & Total Compensation) and Exhibit “C-2” (Compensation) as amended of 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 Four Million One Hundred Three Thousand Five Hundred Sixty-Five Dollars ($4,103,565.00) (“Total Compensation”), without written 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.”
3.3 Exhibit “A-3”. Exhibit “A-2” (Scope of Services) of 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.
3.4 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.
3.5 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.
3.6 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]
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CITY’S SIGNATURE PAGE
FOR
THIRD AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND
MARK THOMAS AND COMPANY, INC.
(PROJECT MANAGEMENT SERVICES
FOR MCKINLEY STREET GRADE SEPARATION
CITY OF CORONA PROJECT NO. 2012-12/ST-2012-01)
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/City Engineer
Reviewed By: _________________________
Keegan Old
Acting CIP Manager
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest: _________________________
Sylvia Edwards, City of Corona, CA
City Clerk
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CONSULTANT’S SIGNATURE PAGE
FOR
THIRD AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF CORONA
AND
MARK THOMAS AND COMPANY, INC.
(PROJECT MANAGEMENT SERVICES
FOR MCKINLEY STREET GRADE SEPARATION
CITY OF CORONA PROJECT NO. 2012-12/ST-2012-01)
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.
MARK THOMAS AND COMPANY, INC.
a California corporation
By: _________________________
Zach Siviglia, PE
President/CEO
By: _________________________
Robert M. Brogan
Secretary
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EXHIBIT "A-3"
SCOPE OF SERVICES
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1 st Amendment:
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2 nd Amendment Added Service:
1. Additional Twelve (12) monthly team meetings to review Project needs with the design and construction management consultants, and the Contractor.
2. As necessary Project Management advisory services for approximately six (6) months to account for the extension in the contract.
3. Additional public outreach support and coordination for the additional six (6) months of Project needs
4. Additional submittals to funding agencies and stakeholders for the additional six (6) months of Project needs
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3 rd Amendment Added Services:
• Project Management: Conduct additional documentation and lead multiple meetings with various agencies, the internal design and construction Project Development Team, City Council, property owners, and utility owners throughout the remaining project for an additional 12 months (through December, 2025) • Close Out Services: Conduct additional documentation and coordination with Project team, Caltrans, and RCTC to support the City in as needed services to close out miscellaneous funding source after the completion of the project.
Task 4.7.1 Additional Project Management
Between the July, 2019 Professional Services Agreement and Amendments 1 and 2 to said agreement, the Project was expected to have substantial completion in April 2024, with close out services completed by the end of 2024. Due to delays associated with steel fabrication and the bridge move outside of the control of the City or Mark Thomas, the Project is expected to have substantial completion in July, 2025 with closeout of miscellaneous funds by the end of 2025.
The services will include the following:
•Additional weekly meetings with the City and Contractor through July, 2025. •Additional Property Owner / Business Owner Coordination Meetings / Mediation: Up to 6 meetings for the 2 remaining property owners and 2 remaining business owners. •Additional Public Outreach Meetings / Presentations to Council: Up to 3 Public Outreach Meetings and 3 Quarterly Presentations to City Council. •City Council Meetings: Up to 8 Meetings / Staff Reports for both closed and open sessions. •Monthly review / approval of invoices for consultant and permitting agencies through July, 2025
•Miscellaneous coordination with City Staff, City consultants, and Contractor on various issues through July, 2025.
•Quarterly Updates to the California Transportation Commission, Caltrans, Riverside County Transportation Commission, and Southern California Associated Governments as needed for various grants associated with Project funding.
Task 4.7.2 Additional Close Out Documentation Services
Between the July, 2019 Professional Services Agreement and Amendments 1 and 2 to said agreement, the original close out documentation was specific to State Senate Bill 132 Funding and various local funds. Mark Thomas will support the City to provide documentation / files as noted below to support close out of the Trade Corridor Enhancement Program, Highway Railroad Crossing Safety Account, California Public Utilities Commission Section 190, State Senate Bill 125, and Regional Measure A funding requirements:
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•Right of Way Acquisition Files – Files per ownership that include legal descriptions, plat maps, parcel memorandums, offer packages / appraisals, administrative settlement documentation and final orders of condemnation / agreements.
•Business Loss of Good Will Files – Files that include administrative settlement documentation and final stipulated agreements per each business.
•Construction Documents – Oversee the City’s construction management consultant to provide close out files with construction activities consistent with Caltrans filing / organization requirements that include agreements, amendments/change orders, invoices, work order directives, claim information, and other pertinent information. •Notice of Completion filed with the County of Riverside.
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EXHIBIT “C-3”
COMPENSATION
Total Compensation shall not exceed Four Million One Hundred Three Thousand Five Hundred Sixty-Five Dollars ($4,103,565.00) without written authorization from City’s Representative.
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ADD SERVICE 2 COMPENSATION:
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3 rd Amendment Added Rates:
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