Amendment 2 to Agreement C2017 390 Page 1 of 2 Form 2.2.1 (2018-01-12) On-Call Geotechnical Services
AMENDMENT NO. 2 TO AGREEMENT NO. C2017 390
ON-CALL GEOTECHNICAL SERVICES
City Budget Code: Various CIP expenditure accounts
This Amendment No. 2 (“Amendment”) to City Agreement No. C2017 390, entitled On-Call Geotechnical Services (“Agreement”), by and between the City of Napa, a California charter city (“City”), and Geocon Consultants, Inc., a California Corporation (“Consultant”), is effective on the Effective Date identified on the signature page.
RECITALS
A. City and Consultant entered into the Agreement, effective January 3, 2018, for an amount not to exceed $300,000.00, pursuant to which Consultant agreed to perform certain services described in the Agreement (“Services”), generally including tasks for on- call geotechnical services. City and Consultant previously entered into Amendment No. 1 to the Agreement, effective January 20, 2021.
B. City and Consultant desire to extend the term and compensation of the Agreement for the Consultant to continue Services under the Agreement. This Amendment will increase the compensation by an additional $200,000 for a total compensation amount not to exceed $500,000 through December 31, 2023.
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows:
1. INCORPORATION BY REFERENCE. Unless otherwise specified, all subsequent references to the Agreement are deemed to mean the original Agreement as modified by any amendments preceding this Amendment, if any. This Amendment incorporates the Agreement by reference, except and only to the extent that any terms or conditions of the Agreement are specifically modified by this Amendment. All terms and conditions in the Agreement that are not specifically m odified by this Amendment remain in full force and effect.
2. AMENDMENT.
2.1. Section 4 of the Agreement (“TERM”) is hereby amended by deleting the existing text in its entirety and replacing it with the following:
The term of this Agreement shall conclude December 31, 2023, unless terminated earlier as provided herein; except that the obligations of the parties under Paragraph 12 (Indemnification) and Paragraph 13 (Insurance) shall continue in full force and effect after said expiration date or early termination in relation to acts or omissions occurring prior to such dates during the term of this Agreement, and the obligations of Consultant to City shall also continue after said expiration date or early termination in relation to the obligation prescribed by Paragraph 10 (Records of Performance), Paragraph 21 (Taxes), and Paragraph 26 (Confidentiality).
2.2. Section 3 of the Agreement (“COMPENSATION”) is hereby amended by deleting the current text in its entirely and replacing it with the following:
A. Payment. The C ity will pay Consultant for Consultant’s time and authorized expenses necessary to perform the services, at the rates and charges set forth in the Compensation Rates and Charges attached hereto as Exhibit “B” and incorporated herein by reference, as compensation in full for services satisfactorily performed in compliance with the Agreement. Consultant's total compensation for performing the services may not exceed $500,000, without prior written authorization from the City. If the City authorizes Consultant to perform services in addition to the Scope of Work set forth in Exhibit ”A,” Consultant will be compensated in accordance with the rates and charges in Exhibit “B.” ATTACHMENT 2
Amendment 2 to Agreement C2017 390 Page 2 of 2 Form 2.2.1 (2018-01-12) On-Call Geotechnical Services
Consultant will not be entitled to any compensation for additional services performed without the City’s prior written consent, or which exceed the scope of the City’s written consent.
B. Invoices. Consultant will submit a monthly itemized invoice to the City’s Authorized Representative for the services provided during the preceding month. At a minimum, the invoice must identify the services performed, the hours spent performing the services, the applicable hourly rate(s), daily field reports and test results for services performed and listed on the invoice, and any authorized expenses based on the rates and charges authorized in Exhibit ”B”. The City will pay the Consultant within 30 days after approval of each invoice, with the exception of any disputed amounts.
3. ENTIRE AGREEMENT. The Agreement, as modified by this Amendment, constitutes the entire integrated understanding between the parties concerning the Additional S ervices. This Amendment supersedes all prior negotiations, agreements and understandings regarding the Additional Services, whether written or oral. The documents incorporated by reference into this Amendment are complementary; what is called for in one is binding as if called for in all, except and only to the extent otherwise specified . If any provision in an exhibit to this Amendment conflicts with or is inconsistent with a provision in the body of this Amendment, the provisions in the body of this Amendment will control over any such conflicting or inconsistent provisions.
4. SIGNATURES. The individuals executing this Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Amendment on behalf of the respective legal entities of Consultant and City. This Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and authorized assigns.
IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective on the Effective Date set forth below.
CITY: CONSULTANT:
CITY OF NAPA, a California charter city Geocon Consultants , Inc., a California Corporation
By: By:
Julie B. Lucido, Public Works Director Joseph Vettel, Chief Executive Officer
ATTEST: By:
David Evans, Secretary
Tiffany Carranza, City Clerk
Date:
(“Effective Date”)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
ATTACHMENT 2