1 AMENDMENT NO. 2 TO
INDEPENDENT CONTRACTOR AGREEMENT # 25-55
BETWEEN THE
CITY OF LAGUNA BEACH
AND
DOWNSTREAM SERVICES, INC.
1. Parties and Date.
This second (2nd) Amendment to the Professional Services Agreement (“Amendment”) is made and entered into this 10th day of March, 2026 by and between the City of Laguna Beach (“City”) and DownStream Services, Inc. (“Independent Contractor”). City and Independent Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Amendment.
2. Recitals.
2.1 City and Independent Contractor entered into that certain Independent Contractor Agreement dated July 23, 2025, (“Agreement”) Agreement #25-55, whereby Independent Contractor agreed to provide quarterly sewer system lift station inspections and testing; as-needed lift station maintenance and repairs; and two-hour response emergency services for an amount not to exceed $63,156.00.
2.2 City and Independent Contractor entered into that First Amendment to the Agreement, dated January 30, 2026, to modify the scope of services and increase the not to exceed amount by $36,844 – for a total not to exceed amount of $100,000.
2.3 City and Independent Contractor now desire to amend the Agreement for the second time to increase the not to exceed amount by $120,000 (for a total not to exceed amount inclusive of the original Agreement and both amendments of $220,000 through June 30, 2027). Further, the Parties desire to amend the Agreement to add two optional one-year extensions at the City’s sole discretion with any additional extension including an annual, not to exceed amount of $120,000 (with no roll-over of unused funds from the previous year). Thus, the total not to exceed amount, inclusive of any extensions is $460,000 with an annual not to exceed amount of $120,000.
3. Terms.
3.1 Term. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two additional one-year periods, subject to satisfactory performance, with an annual cost Attachment 2
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increase not to exceed the percentage change in the bureau of Labor Statistics Consumer Price Index (CPI) for the Los Angeles-Long Beach-Anaheim region.
3.2 Compensation. The total compensation shall increase so that the total amount paid for services rendered by Independent Contractor under the Agreement shall not exceed the sum of two hundred and twenty thousand dollars ($220,000) through June 30, 2027. In the event of any extension exercised by the City, an additional annual not to exceed amount of $120,000 is authorized (for a total not to exceed amount of $460,000 if the City exercises two (2) one-year extensions). There shall be no roll-over of funds such that there will be an annual not to exceed amount of $120,000 for any July 1 through June 30 period.
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. Independent Contractor 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.
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CITY OF LAGUNA BEACH DOWNSTREAM SERVICES, INC.
By:
(Authorized Representative of Independent Contractor)
Its:
Printed Name:
Date: ________________________________
Approved By:
Dave Kiff
City Manager
Date:_________________________________
Approved as to Form:
_____________________________________
City Attorney
Attested By:
City Clerk
President
Loren Wynne
2/17/2026
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