AMENDMENT NO. 2 TO AGREEMENT NO. C2021-173
Engineering Design and Project Management Services for Project No. BP12PW01 City Budget Code: 33BP12PW01
This Amendment No. 2 (“Amendment”) to City Agreement No. C2021-173 (“Agreement”), by and between the City of Napa, a California charter city (“City”), and GHD, Inc., (“Consultant”), is effective on the date last signed by the City, which is identified on the signature page as the “Effective Date.”
RECITALS
City and Consultant entered into the Agreement, effective June 30, 2021, for an amount not to exceed $424,359.00, pursuant to which Consultant agreed to perform certain services described in the Agreement (“Services”), generally including professional engineering and project management services for the State Route 29 Bicycle and Pedestrian Undercrossing Project.
City previously determined that additional Services (“Additional Services”) were required to continue the Services performed under the Agreement, and following negotiations entered into Amendment No.1, for an additional amount of $25,225.00.
After further negotiations between the parties, City and Consultant have agreed that in return for the compensation set forth in Agreement, as amended by Amendment No.1 and this Amendment, Consultant will continue to perform the Additional Services.
NOW, THEREFORE, the City and the Contractor, for the mutual consideration described herein, agree as follows:
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 modified by this Amendment remain in full force and effect.
SCOPE OF ADDITIONAL SERVICES. Consultant will continue to perform the Services described in Exhibit “A” of Amendment No.1 and in accordance with the terms and conditions of this Amendment.
PAYMENT. City will compensate Consultant for satisfactory performance of the Additional Services in an amount not to exceed $150,000.00. The cumulative total compensation payable to the Consultant will not exceed $599,584.00 without prior written authorization from the City (based on $424,359.00 for the original Agreement, plus $25,225.00 for the first amendment and $150,000.00 for this amendment).
ENTIRE AGREEMENT. The Agreement, as modified by this Amendment, constitutes the entire integrated understanding between the parties concerning the Additional Services. 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.
SIGNATURES; ELECTRONIC 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 Contractor and City. The parties agree that this Amendment may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 1633.1 et seq. and California Government Code Section 16.5.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: CONTRACTOR:
CITY OF NAPA, a California charter city GHD Inc., a California Corporation By: By:
Julie B. Lucido, Public Works Director Bill Silva, Principal-in-Charge Date:
(“Effective Date”)
COUNTERSIGNED:
Liz Habkirk, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
2 Amendment to Agreement Page 2 of 3 Form 2.2.1 (2022-11-10) Engineering Design and Project Management Services for Project No. BP12PW01 ATTACHMENT 1