AMENDMENT NO. 1
CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL LANDSCAPE ARCHITECT
SERVICES
AMENDMENT NO. 1 TO
CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL LANDSCAPE ARCHITECT
SERVICES
This is Amendment No. 1 (“Amendment No. 1”) to that certain Master Agreement (“Agreement”) made on September 6, 2023, between the City of Menifee (“City”) and RHA LANDSCAPE ARCHITECTS-PLANNERS, INC. (“Consultant”), for PROFESSIONAL ON CALL LANDSCAPE ARCHITECT SERVICES, which this Amendment No. 1 is made and entered into on ________________, 2025, to extend the term of the Agreement and increase the compensation amount as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. The Parties acknowledge that the Agreement was erroneously allowed to expire on September 6, 2025. Notwithstanding the foregoing, the Parties acknowledge that each continued to operate as though the Agreement were in full force and effect, and mutually desire to retroactively extend the term of the Agreement from September 6, 2025 through the effective date of this Amendment No. 1.
Accordingly, Section 1.3, “Term” is amended to read as follows:
1.3 Term.This Agreement shall become effective on the Effective Date and shall continue until the date which is one (1) year from the Effective Date (“Initial Term”). Upon termination of the Initial Term, this Agreement shall automatically renew for one (1) additional one (1) year term (“First Renewal Term”). Upon termination of the First Renewal Term, this Agreement shall automatically renew for one (1) additional one (1) year term (“Second Renewal Term”). Upon termination of the Second Renewal Term, this Agreement shall automatically renew for one (1) additional one (1) year term (“Third Renewal Term”). Upon termination of the Third Renewal Term, this Agreement shall automatically renew for one (1) additional one (1) year term (“Fourth Renewal Term”). None of the renewal terms provided hereunder shall occur if the term of this Agreement is otherwise terminated or extended as provided for in Section 7. The word “term” shall refer to the Initial Term and any renewal term which actually occurs. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, unless otherwise terminated or extended by the Parties pursuant to the terms of this Agreement.
3. SECTION 3, “Compensation” is amended to read as follows, increasing the contract amount by: FOUR HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($400,000.000).
AMENDMENT NO. 1 TO
CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL LANDSCAPE ARCHITECT
SERVICES
SECTION 3. COMPENSATION.
Not to Exceed Compensation. Consultant is one (1) of three (3) consultants performing the Services on behalf of the City (each a “Performing Consultant,”) Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Consultant hereby acknowledges that Consultant is one (1) of three (3) Performing Consultants and that no one (1) Performing Consultant is entitled to or guaranteed any particular quantity of work required for the Services.
Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “B” (“Rate Schedule”). The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order.
In no event shall the cumulative compensations under all Purchase Orders exceed, in the combined amounts to the three (3) Performing Consultants, the aggregate following amounts:
Initial Term: An aggregate sum not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00)
First Renewal Term: An aggregate sum not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00)
Second, Third, and Fourth Renewal Terms: An aggregate sum not to exceed Four Hundred Thousand Dollars and Zero Cents
($400,000.00)
4. Exhibit A, “Form of Purchase Order” is amended to augment and increase the compensation amount listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Form of Purchase Order”, to the Agreement is amended to read as follows:
EXHIBIT A
FORM OF PURCHASE ORDER
This form of Purchase Order is provided for an example only, and none of the fields set forth herein are guaranteed for any particular Services. The fields of each Purchase Order will vary based on the Services required. In no event shall the cumulative compensations under all Purchase Orders exceed in the AMENDMENT NO. 1 TO
CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL LANDSCAPE ARCHITECT
SERVICES
combined amounts to the three (3) Performing Consultants combined in the aggregate following amounts:
Initial Term: An aggregate sum not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00)
First Renewal Term: An aggregate sum not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00)
Second, Third, and Fourth Renewal Terms: An aggregate sum not to exceed Four Hundred Thousand Dollars and Zero Cents ($400,000.00)
5. All other terms and conditions of the Agreement remain in full force and effect.
6. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
AMENDMENT NO. 1 TO
CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL LANDSCAPE ARCHITECT
SERVICES
CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:
Stephanie Roseen, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
CONSULTANT
Doug Grove, President
Doug Grove, Secretary
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided with
a certificate of secretary in-lieu]