FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF RIALTO AND
4LEAF, INC.
This FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT (“First Amendment”) is entered into and effective as of _______________, 20__ by and between the CITY OF RIALTO, a California municipal corporation (“City”) and 4LEAF, Inc., a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” of collectively as “Parties”.
RECITALS
WHEREAS, on July 27, 2021, the Parties entered into a Professional Services Agreement, duly authorized by the City of Rialto City Council, for Consultant to provide On-Call Building Plan Check, Inspection and Related Services, (hereby the “Agreement”); and WHEREAS, the Parties have since agreed to modify the Agreement to: (1) amend the scope of work and include Fire Inspection Services and increase the initial contract amount by $38,400 to $288,400, and (2) incorporate provisions allowing for increases to the contract amount to account for increased plan check and/or building permit fee revenue corresponding to higher than anticipated services to be furnished by Consultant; and WHEREAS, the Parties now wish to enter into this First Amendment for the reasons set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the Parties do hereby agree to enter into this First Amendment which modifies and amends the Agreement as follows:
OPERATIVE PROVISIONS
1.1 Additional Services are hereby added to the Agreement to incorporate Fire Code plan check and inspection services comprising 20 hours of services per week for 16 weeks for a total of 320 hours at an hourly rate of $120.
1.2 Section 1.9 entitled “Additional Services” is hereby revised to read in its entirety as follows:
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work or change may be undertaken unless a written order is first given by the Contract Officer to the Consultant, describing in detail the extra work or change and the reason(s) therefor and incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work or change, and/or (ii) the time to perform this Agreement, which said adjustments shall be reflected in an amendment to the Agreement subject to the written approval of the Parties. Any amendment to this Agreement shall be reviewed and approved by the City Manager. In accordance with Rialto Municipal Code section 2.48.180, increases in compensation of this Agreement may be approved by the City Manager provided: (a) the initial Contract Sum was less than One Hundred Thousand Dollars ($100,000) and the amended Contract Sum when considering any or all amendments will not exceed One Hundred Thousand Dollars ($100,000); or (b) the agreement was approved by the City Council and the increases in compensation taken either separately or cumulatively do not exceed One Hundred Thousand Dollars ($100,000). Any greater increases, taken either separately or cumulatively must be approved by the City Council. Payment for additional services rendered by Consultant under this Agreement requires the submission of the actual costs of Consultant’s performance of the extra work with the invoice(s) for the extra work claim(s), as provided in Section 2.4. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.
The services provided by Consultant pursuant to this Agreement are on an on-call basis and subject to change based on the actual level of building permit activity in the City. Therefore, the Contract Sum may automatically increase to correspond to the actual level of building permit activity requiring the services of Consultant. In accordance with City Council’s action taken on July 27, 2021, in approving this Agreement, the City Manager is authorized to amend the Agreement to increase the Contract Sum to account for increased plan check and/or building permit fee revenue corresponding to higher than anticipated services to be furnished by Consultant.
1.3 Section 2.1 entitled “Contract Sum” is hereby revised to read in its entirety as follows:
For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” and incorporated herein by this reference, but not exceeding the initial maximum contract amount of Two Hundred Eighty-Eight Thousand, Four Hundred Dollars ($288,400) (“Contract Sum”), unless additional compensation is approved pursuant to Section 1.9 including automatic increases to account for increased plan check and/or building permit fee revenue corresponding to higher than anticipated services to be furnished by Consultant.
GENERAL PROVISIONS
Remainder Unchanged. Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect and binding upon the parties.
Integration. This First Amendment consists of pages 1 through 3 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this First Amendment.
Effective Date. This First Amendment shall not become effective until the date it has been formally approved and executed by the appropriate authorities of the City and Consultant.
Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this First Amendment.
References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this First Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment.
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their duly authorized representatives.
For the City of Rialto, a California municipal corporation Marcus Fuller, City Manager
Dated:
ATTEST:
Barbara McGee, City Clerk
Dated:
APPROVED AS TO FORM:
Eric Vail, City Attorney
For the Consultant, 4LEAF, Inc., a California corporation Signature
Printed Name / Title
Dated:
Signature
Printed Name / Title
Dated: