1 SECOND AMENDMENT TO THE
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF RIALTO
AND
WILLDAN ENGINEERING
1. PARTIES AND DATE.
This Second Amendment to the Professional Services Agreement ( “Second Amendment”) is made and entered into this March 08, 2022, by and between the City of Rialto (“City”) and Willdan E ngineering, (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Second Amendment.
2. RECITALS.
2.1 Agreement. City and Consultant entered into that certain Professional Services Agreement dated July 28, 2020, (“Agreement”), whereby Consultant agreed to provide professional On-Call Plan Checking services to the City with an annual budget of $300,000.
2.2 Amendment. On September 28, 2021, the City and Consultant that certain First Amendment to the Agreement to increase the total contract sum on an annual basis to $500,000.
2.3 Amendment. City and Consultant desire to amend the Agreement by this Second Amendment to revise the Contract Sum provision to identify the Maximum Contract Sum as the amount limited to the budget established by the City Council and to reflect the on-call nature of these services operating on a “pass -through” basis whereby services are only provided to the extent the City has received plans for review and approval and collected the corresponding fees to offset the cost of Consultant’s services.
3. TERMS.
3.1 Services of Consultant. Section 1.9 “Additional Services” is hereby revised to read:
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 ord er 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 accor dance with Rialto Municipal Code section 2 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 whe n 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 Se rvices. 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.
No claim for an adjustment in the contract amount or time for performance shall be valid unless the procedures established in this Section are followed.
3.2 Contract Sum. Section 2.1 of the Agreement is hereby revised to read:
City and Consultant hereby acknowledge and agree that the scope of services required by this Agreement is subject to fluctuation due to factors controlling the pace of development within the City of Rialto beyond City’s control; and no guarantee of the volume of on-call professional services required of Consultant under the terms of this Agreement is made by the City. The annual level of on-call professional services required by this Agreement is unknown, and may significantly increase or decrease from year to year. In acknowledgement of the unknown volume of on-call professional s ervices required hereunder, City and Consultant hereby acknowledge and agree that there shall be no specific “Maximum Contract Sum.” In acknowledgement of the unknown volume of on-call professional s ervices required hereunder, City and Consultant hereby acknowledge and agree that the “Maximum Contract Sum” will be limited to the budget established by the City Council and the total collective sum of individual Purchase Orders issued to Consultant pursuant to and during the term of this Agreement. For the services rendered pursuant to this Agreement, the Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference.
3.3 Continuing Effect of Agreement. Except as amended by this Second Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Second Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Second Amendment.
3 3.4 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 Second Amendment.
3.5 Counterparts. This Second Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
3.6 Conflict of Interest . Pursuant to Rialto Municipal Code section 2.48.145, Contractor represents that it has disclosed whether it or its officers or employees is related to any officer or employee of the City by blood or marriage within the third degree which would subject such officer or employee to the prohibition of California Government Sections 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090. To this end, by approving this Agreement, Contractor attests under penalty of perjury, personally and on behalf of Contractor, as well its officers, representatives, that it/they have no relationship, as described above, or financial interests, as such term is defined in California Government Section 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090, with any City of Rialto elected or appointed official or employee, except as specifically disclosed to the City in writing.
3.7 Corporate Authority. The persons executing this Second Amendment 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 Second Amendment on behalf of said party, (iii) by so executing this Second Amendment, such party is formally bound to the provisions of this Second Amendment and (iv) the entering into this Second Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
4 IN WITNESS THEREOF, the parties have caused their authorized representative to execute this agreement the day and year first above written.
CITY OF RIALTO ENGINEERING RESOURCES OF
SOUTHERN CALIFORNIA
By: By:
Marcus Fuller John Matt Brudin, President
City Manager
Attest:
By:
Moe Ahmadi, Vice President
By:
Barbara McGee
City Clerk
Approved as to Form:
Burke, Williams & Sorensen, LLP
By:
Eric S. Vail **Two signatures are required if a
City Attorney corporation**