C A L I F O R N I A
P R O F E S S I O N A L S E R V I C E S C O N T R A C T
F O R C I T Y U S E O N L Y
Contract No. CIP No.
Resolution No. Project No.
REV 06/2020
THIRD AMENDMENT
THIS THIRD AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT (“Amendment”) is effective as of ____________________ (the “Effective Date”),, by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and MNS ENGINEERS, INC. (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
W I T N E S S E T H T H A T
WHEREAS, the City and Contractor entered into a Professional Services Contract dated October 17, 2017 (“Contract”) for the purpose of retaining the services of Contractor to provide Construction Management and Inspection Services related to the construction of the South Bayfront Pedestrian Bicycle Bridge Project; and WHEREAS, City executed said Professional Serivce Contract with S&C Engineers, Inc. and effective April 1, 2018 S&C Engineers was acquired by MNS Engineers, Inc.; and WHEREAS, City executed First Amendment to said Professional Services Contract with MNS Engineers, Inc. effective May 19, 2021; and
WHEREAS, City executed Second Amendment to said Professional Services Contract with MNS Engineers, Inc. effective June 24, 2022; and
WHEREAS, the City and Contractor desire to amend the Contract; and WHEREAS, the public interest will be served by this Amendment.
NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. AMENDMENT
The Parties agree to amend the Contract as checked below:
1.1 Exhibit A
Exhibit A of the Contract is hereby amended in its entirety and replaced with Exhibit A-Revision Number;
OR
DocuSign Envelope ID: E63CB43D-10D1-4746-8A0C-EEA3F9BDF423 City of Emeryville | Professional Services Contract Amendment REV 06/2020
Exhibit A of the Contract is hereby amended to include the provisions of Exhibit A-3, attached hereto and incorporated herein by this reference.
1.2 Termination Date
The Parties desire to extend the termination date. Section 1.3 of the Contract is hereby amended to extend the termination date to AUGUST 1, 2023.
1.3 Total Compensation Amount
The Parties desire to increase the Total Compensation Amount as set forth in Section 3.2 of the Contract by ONE HUNDRED AND THIRTY THOUSAND DOLLARS AND NO CENTS ($130,000.00). The total
amount paid under the Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed TWO
MILLION EIGHT HUNDRED THIRTY NINE THOUSAND TWO
HUNDRED THIRTY SIX DOLLARS AND NO CENTS ($2,839,236.00).
2. CONTINUING EFFECT OF CONTRACT
Except as amended by this Amendment, all other provisions of the Contract remain in full force and effect and shall govern the actions of the Parties under this Amendment.
From and after the date of this Amendment, whenever the term “Contract” appears in the Contract, it shall mean the Contract as amended by this Amendment.
3. 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 Amendment.
4. SEVERABILITY
If any portion of this Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
5. WAIVER
The City’s failure to enforce any provision of this Amendment or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: E63CB43D-10D1-4746-8A0C-EEA3F9BDF423 City of Emeryville | Professional Services Contract Amendment REV 06/2020
6. SIGNATURE PAGE TO PROFESSESIONAL SERVICES CONTRACT
THIRD AMENDMENT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
City Manager
Dated: MNS ENGINEERS INC.
(Signature)
Miranda Patton, Vice President/Secretary
Attach:
W-9 Form
Attach:
Business License
Certificate
Attach:
Insurance Certificate
and Endorsements
DocuSign Envelope ID: E63CB43D-10D1-4746-8A0C-EEA3F9BDF423 12/10/2022
EXHIBIT A-3
Additional Scope of Work
Post-Construction Claims, Disputes, Mediation, and Litigation Support The Consultant shall provide support and assistance to the City on an as needed and on-going basis with respect to any post-construction claims, disputes, mediation, or litigation involving the Construction Contractor or any other third party which shall include, but is not limited to, the following:
1. Review and prepare responses to the Construction Contractor’s exceptions to the Proposed Final Estimate (PFE);
2. Support the City in preparation for and attend any meet and confer conferences if requested by the City;
3. Prepare and submit a Final Estimate to City for processing;
4. Support the City in preparation for any mediation or litigation if requested by the City as needed including attending mediation;
5. Review, and prepare analysis and reports on Construction Contractor’s claims as requested by the City;
6. Attend meetings as requested by the City;
7. Respond to emails, phone calls, and other correspondence related to any post-construction claims, disputes, mediation, or litigation on an as needed basis.
8. Provide claims resolution support as requested by the City DocuSign Envelope ID: E63CB43D-10D1-4746-8A0C-EEA3F9BDF423