C. City Representative shall approve, modify, or reject the Task Proposal in writing, and issue a written notice to proceed when a written agreement has been reached between the Parties on the Task Proposal.
D. The task(s) shall be performed at a cost not exceeding the Task Budget.
E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.
A-1(1)
IV._Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 1 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.
A-1(2)
EXHIBIT B-1
SPECIAL REQUIREMENTS
(Superseding Amendment No. 1 Template)
NOT APPLICABLE
B-1(1)
EXHIBIT C-1
SCHEDULE OF COMPENSATION
I. City will compensate Consultant for the services performed upon submission of a valid invoice, as described in Section 2.2 of the Agreement.
II. The total compensation for the services provided pursuant to this Amendment No. 1 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 1, and such Contract Sums are defined below for each of the Services Time Periods.
III. The total compensation for each Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.
1. Time Period- July 1, 2026 to June 30, 2027
2. Specific Sum- One Hundred Thousand Dollars ($100,000)
3. Contingency Sum-Ten Thousand Dollars ($10,000)
4. Contract Sum - One Hundred Ten Thousand Dollars ($110,000)
1. Time Period- July 1, 2027 to June 30, 2028
2. Specific Sum - One Hundred Thousand Dollars ($100,000)
3. Contingency Sum-Ten Thousand Dollars ($10,000)
4. Contract Sum- One Hundred Ten Thousand Dollars ($110,000) IV. Consultant will be compensated for services provided pursuant to this Amendment No. 1 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.
C-1(1)
EXHIBITD-1
SCHEDULE OF PERFORMANCE
I. Consultant shall on an as-needed basis perform all services and deliver all work products timely in accordance with both Task Completion Schedule(s) as well as Task Completion Date(s) set in Task Proposal(s) and shall not receive additional compensation for work completed after Task Completion Date(s).
D-1(1)
EXHIBIT E-1
PRIOR AMENDMENTS TO AGREEMENT
NONE
E-1(1)
ATTACHMENT N
Amendment 5 to On-Call PSA
with WSP USA, Inc.
AMENDMENT NO. 5 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES
BETWEEN CITY OF LAGUNA NIGUEL AND
WSP USA, INC.
FOR MUL TIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 5 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 5") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and WSP USA, Inc., a Nevada Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."
RECITALS
1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment No. 5 exercises the first option year extending the term of the Agreement to June 30, 2027.
2. City entered into Amendment No. 1 for Storm Water Compliance services on an as-needed multi year basis from the Consultant pursuant to the terms of the Agreement.
3. City now requires additional Storm Water Compliance services on a multi-year basis and desires to exercise Option Year 1 extending the term to June 30, 2027.
4. Consultant has the qualifications and experience to render the services.
5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-5.
6. City and Consultant now desire to enter into Amendment No. 5 to the Agreement to modify the terms of Amendment No. 1.
AGREEMENT
In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. Project Term. This Amendment No. 5 shall become effective as of the date stated above.
2. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 5, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-5. The total compensation for each of the respective Services Time Periods listed in Exhibit C-5 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not -1-
exceed each Services Time Period's respective Contract Sum listed in Exhibit C-5, unless additional compensation is approved pursuant to Section 1.5 of the Agreement. Specific periods of time during the term of this Amendment No. 5 have specific not-to-exceed amounts as detailed in Exhibit C-5. The aggregate of the various Contract Sums shall not exceed Nine Hundred ThirtyFive Thousand Dollars ($935,000), which is the total compensation available under this Amendment. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-5 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-5. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-5 to this Amendment) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.
3. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-5 and incorporated herein by this reference.
4. Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 5 is Kacen Clapper, Project Manager, 714-624-2722, kacen.clapper@w p.com, who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 5 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 5 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.
For purposes of this Amendment No. 5, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.
5. Continuing Effect of the Agreement. Except as amended by this Amendment No. 5, all provisions of Amendment No. 1 and the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 5, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 5.
6. Affirmation of the Agreement. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each Party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.
7. 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. -2-
8. Authority. The persons executing this Amendment No. 5 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 5 on behalf of said Party, (iii) by so executing this Amendment, such Party is formally bound to the provisions of this Amendment, and (iv) entering into this Amendment No. 5 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 5 on the date and year first-above written.
ATTEST:
Marissa J. Asistin, City Clerk
APPROVED AS TO FORM BY THE
CITY ATTORNEY FOR THE
CITY OF LAGUNA NIGUEL,
CALIFORNIA:
Scott C. Smith, City Attorney
CITY:
CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
CONSULTANT:
WSP USA, Inc., a Nevada Corporation ·
By:--------------- Name:
Title:
By: ___________ ___ _
Name:
Title:
Address: ------------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
I. See Exhibit A-1.
EXHIBIT A-5
SCOPE OF SERVICES
A-5(1)
EXHIBIT B-5
SPECIAL REQUIREMENTS
(Superseding Amendment Template)
NOT APPLICABLE
B-5(1)
EXHIBIT C-5
SCHEDULE OF COMPENSATION
I. City will compensate Consultant for the services performed upon submission of a valid invoice, as described in Section 2.2 of the Agreement.
II. The total compensation for the services provided pursuant to this Amendment No. 5 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment, and such Contract Sums are defined below for each of the Services Time Periods.
III. The total compensation for each Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.
I.
2. 3.
4. I.
2. 3.
4. I.
2. 3.
4. I.
2. 3.
4. I.
2. 3.
4. IV.
Time Period - July 1, 2023 to June 30, 2024
Specific Sum - One Hundred Fifty Thousand Dollars ($150,000) Contingency Sum- Fifteen Thousand Dollars ($15,000)
Contract Sum- One Hundred Sixty-Five Thousand Dollars ($165,000) Time Period - July 1, 2024 to June 30, 2025
Specific Sum- One Hundred Fifty Thousand Dollars ($150,000) Contingency Sum- Fifteen Thousand Dollars ($15,000)
Contract Sum - One Hundred Sixty-Five Thousand Dollars ($165,000) Time Period- July 1, 2025 to June 30, 2026
Specific Sum- One Hundred Fifty Thousand Dollars ($150,000) Contingency Sum- Fifteen Thousand Dollars ($15,000)
Contract Sum- One Hundred Sixty-Five Thousand Dollars ($165,000) Time Period-July 1, 2026 to June 30, 2027 (Option Year 1) Specific Sum - Two Hundred Thousand Dollars ($200,000)
Contingency Sum - Twenty Thousand Dollars ($20,000)
Contract Sum - Two Hundred Twenty Thousand Dollars ($220,000) Time Period - July 1, 2027 to June 30, 2028 (Option Year 2) Specific Sum - Two Hundred Thousand Dollars ($200,000)
Contingency Sum - Twenty Thousand Dollars ($20,000)
Contract Sum - Two Hundred Twenty Thousand Dollars ($220,000) Consultant will be compensated for services provided pursuant to this Amendment No. 5 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.
C-5(1)
I. See Exhibit D-1.
EXHIBIT D-5
SCHEDULE OF PERFORMANCE
D-5(1)
EXHIBITE-5
PRIOR AMENDMENTS TO AGREEMENT
1. Amendment No. 1 to Agreement, executed on July 1, 2023, provides AsNeeded Multiyear Storm Water Compliance services from Consultant to City for a not-toexceed Aggregate Contract Sum of$495,000.
2. Amendment No. 2 to Agreement, executed on September 6, 2023, provides AsNeeded Urban Runoff Management Program, Private Property Water Quality Management Plan (WQMP) Inventory Verification and Over-Irrigation Targeted Reconnaissance of Commercial Properties services from Consultant to City for a not-to-exceed Contract Sum of$44,61 l.
3. Assignment and Amendment No. 3 to Agreement, executed on January 27, 2025, changes the legal entity name.
4. Amendment No. 4 to Agreement, executed on July 1, 2026, exercises Option Year 1 of the Agreement, extending the term to June 30, 2027, and updates the Exhibit C, "Schedule of On-Call Compensation" fees and rates applicable to the Agreement.
E-5(1)