1 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE
CITY OF LAGUNA BEACH
AND
ULTRASYSTEMS ENVIRONMENTAL INC.
1. Parties and Date.
This First Amendment to the Professional Services Agreement (“Amendment”) is made and entered into this 28th day of October, 2025 by and between the City of Laguna Beach (“City”) and UltraSystems Environmental, Inc. (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Amendment.
2. Recitals.
2.1 City and Consultant entered into that certain Professional Services Agreement dated February 6, 2025 (“Agreement”), whereby Consultant agreed to provide biological resource surveys for the habitat evaluation, categorization, and prioritization for the City’s Open Space and Conservation Element update.
2.2 The Agreement set forth a term for compensation in the amount not to exceed $108,840.
2.3 To date, City has paid Consultant a total compensation in the amount of $57,294.80.
2.4 Consultant performed some work that was not within the scope of the Agreement but nevertheless incurred costs and fees and has asked for payment from the City for the out-ofscope costs and fees at a reduced rate in the total amount of $34,450. These out-of-scope costs and fees were for drone operator bids; presentations; discovery of ESRI data, GIS research, determining background data for City files; project boundary and aerial imagery coordination; and coordination with City to define project needs.
2.5 Consultant and City now desire to amend the Agreement for the first time to resolve the out-of-scope costs and fees through City payment in the amount of $34,450 and to more clearly set forth the scope of work for Consultant, including a schedule with delivery deadlines and the costs associated with each delivery deadline, and the compensation for the remaining scope of work in the amount of $52,870.
3. Terms.
3.1 Revised Scope of Services. The Services to be provided by Consultant shall be revised by supplementing Appendix A, attached to the Agreement, with the Services set forth in Exhibit “1” attached hereto and incorporated by this reference.
3.2 Compensation. The total compensation for the services rendered by Consultant under the Agreement increase by $87,320 for a total not to exceed amount of $196,160.
Attachment 3
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3.3 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment.
3.4 Adequate Consideration. The Parties 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. Consultant further accepts the terms and conditions of this Amendment as full and final resolution of any and all claims, asserted or otherwise, arising out of or related to the subject of this Amendment and acknowledges that the compensation and/or additional time, if any, set forth herein is adequate and comprises the total compensation and/or time due for the change(s) included in this Amendment.
3.5 Counterparts. This 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first herein above written.
CITY OF LAGUNA BEACH ULTRASYSTEMS ENVIRONMENTAL, INC.
By: By:
Betsy A. Lindsay, President/CEO
Printed Name: Printed Name:
Title: Title:
Dated: Dated:
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EXHIBIT 1 TO AMENDMENT NO. 1
Task 1 (2025): Post-Pilot Study Biological Resources Evaluation (8 weeks) UltraSystems will finalize the habitat evaluation through a desktop survey. The percentage of native vegetative coverage will be determined using high-resolution aerial imagery from the City.
Vegetative classifications will be determined using a combination of onsite spot checks and the classifications already listed in mapped data from the Nature Reserve of Orange County (NROC). Potential for wildlife movement will also be determined from the desktop analysis.
Developed areas, fuel modification zones, oak tree specific location data, percent cover of individual plant species, detailed waterway data, culturally significant areas, and membership rules for the manual of California Vegetation will not be applied to this task, as time and budget do not permit for this level of detail and thus will be excluded from the survey. The focus of the study will be simplified to visually record relative percent cover of native vegetation versus nonnative vegetative cover.
The desktop evaluations will be validated with spot checks throughout the project area. The pedestrian surveys will be conducted during daylight hours. Biologists will use binoculars from strategic vantage points whenever direct access is not possible. Biologists will characterize the existing vegetation communities and record incidentally observed special-status plants and wildlife, and potential wildlife corridors. The NROC data plus desktop analysis will be used as the predictor for the vegetation communities expected to be present. A yes or no will be marked if the vegetation communities match those anticipated. Otherwise, a native/non-native percentage will be applied to each. Areas with a high on-native component will be revisited by the City for discretionary permit projects that will allow for a detailed analysis of species-specific percent cover of plants and species assemblage. The focus will be fringe effects on the undeveloped lands approximately 1,000 feet from urban sprawl. These areas will be prioritized first for habitat classification during the field verification spot checks. The remainder of the natural areas will be accomplished primarily by desktop study unless an aberration is noted in the aerial imagery.
GIS will compare the analysis to previous data to determine if:
• High and Very High Value Habitat should be modified or added. • ESHA areas should be modified or added.
• Degraded Habitat (historic or recent, if possible) should be modified or added. • Habitat at Risk (Fringe-effects, proximate to developed or available development areas) should be identified.
These spatial analyses will be used to determine priority restoration areas on a graduated scale, to best identify priority candidate areas for restoration. The subcategories will be determined during the course of the project. This data will be used to prepare the Biological Resources Habitat Evaluation Report, which will summarize the field surveys and spatial analyses. The remaining survey area is approximately 3,107 acres.
Task 2: Biological Resources Habitat Evaluation Report (8 weeks) UltraSystems will prepare a biological resources evaluation report based on desktop analysis that will: 1) summarize vegetation communities; 2) summarize the habitat evaluation categories based on percent cover; 3) classify or re-classify habitat quality designations; 4) prioritize areas for restoration; 5) assess the lands susceptible to fringe-effects (e.g., fuel modification, domestic pets); 6) determine reasonable buffer distances from fringe-effect areas; 7) describe methods and results of the literature review, desktop analysis and field surveys; 8) include figures describing biological resources; and 10) provide site photographs. 38 4
UltraSystems will prepare and electronically submit to the City one draft report for review and comments.
After receiving one round of consolidated comments, UltraSystems will finalize the report(s) and submit one electronic copy to the City.
Deliverables:
• One electronic copy of the draft biological resources habitat evaluation report to the City. • One electronic copy of the final biological resources habitat evaluation report to the City.
Task 3: Project Management (Ongoing)
UltraSystems will provide project management services as required. Tasks include contract administration, budgeting, invoicing, scheduling, maintaining consistency of day-to-day responsibilities, client and agency coordination, and quality control to ensure the successful completion of this project.
Responses to e-mails, phone calls, comments, and other inquiries will be addressed as part of this task.
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