FIRST AMENDMENT TO SERVICES AGREEMENT
BETWEEN THE RIALTO UTILITY AUTHORITY AND
DOPUDJA AND WELLS
This First Amendment to the Services Agreement (“First Amendment”) is hereby entered into this 13th day of December 2022 by and between the Dopudja and Wells Consulting, a California Corporation (“Consultant”), and the Rialto Utility Authority, a joint powers authority (“RUA”), on the terms and conditions stated below. RUA and Consultant are hereinafter collectively referred to as the “Parties.”
RECITALS
The Parties entered into the Services Agreement for engineering and as-needed support services on the 22nd of February 2022 (the “Agreement”).
The Parties mutually desire to amend the Agreement to provide additional compensation for Additional Coordination and Oversight of the IEUA Facilities.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises set forth herein, the Parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows:
AMENDMENT. The Agreement is hereby modified and amended as follows:
Exhibit A is hereby amended to include the new scope of work:
Scope of Work
The following tasks comprise the scope of work required for the respective projects outlined above.
Task 1. Supplemental Effluent Monetization Services
In order to meet the City’s desired schedule of an approved Term Sheet by September 2022, the prior scope of work had to be modified and expedited, which required additional effort and some out-of-sequence work. The Term Sheet has been fully executed by the City and IEUA, and the remaining effort is anticipated to continue through July 2023. The following tasks outline the anticipated efforts.
Sub-Task 1.1 Additional Coordination and Oversight of the IEUA Facilities Preliminary Design After the approval of the Principles of Agreement between the City and IEUA, the IEUA Preliminary Design Report (PDR) is ongoing, with anticipated completion in Spring 2023. The PDR will continue to evaluate and size the proposed diversion pump station at the City’s wastewater treatment plant (WWTP) and conveyance pipeline from the pump station to IEUA’s RP-4 treatment facility. Per the approved and fully executed Principles of Agreement, IEUA is funding these improvements. However, in exchange for this funding, the City has agreed to a fixed price per acre-foot purchase that also considers this funding. As a result, the City will have ownership or capacity interest in these facilities. As such, the City should continue to provide input into and have oversight within IEUA’s preliminary design report process. Dopudja & Wells’ team will work with the City and IEUA staff to provide input and oversight on the City’s behalf.
Task 1.1 Deliverables: Review comments to IEUA’s Preliminary Design Report. Project update memos and/or emails to the City of Rialto.
Assumptions: This process is anticipated to be completed in Spring 2023. Dopudja & Wells will provide regular updates to the City of Rialto’s Water Subcommittee.
Task 1.2 Evaluation of the need for a supplemental well As part of the approved and executed Principles of Agreement, IEUA has committed up to $1 million towards a supplemental well. This well was considered to facilitate the desired summer diversion of effluent, between May and October. Due to the discharge requirements under the Santa Ana River Multi-Species Habitat Conservation Plan (SAR HCP), it was anticipated that the shoulder months of May/June and September/ October could pose challenges to a full diversion. The $1 million commitment is intended to allow the City to supplement flows to meet SAR HCP requirements. Preliminary analyses have been performed but additional coordination is required with IEUA and San Bernardino Valley Municipal Water District, which is the lead agency for the SAR HCP.
Task 1.2 Deliverables: Project update memos and/or emails to the City of Rialto, as needed.
Task 1.3 Negotiation of Final Contract
In order to achieve the City’s desired schedule, the Term Sheet and preliminary negotiations needed to be expedited. The approved Term Sheet will serve as the outline for the Final Contract. Dopudja & Wells will work with IEUA staff and legal counsels for the City and IEUA throughout negotiations and approval of the Final Contract, through approval by both agencies.
Task 1.3 Deliverables: Final negotiated contract for approval by the City Council and IEUA Board of Directors.
Assumptions: This effort is anticipated to be completed by July 2023. We also anticipate the City Attorney will be working in parallel with our team during the negotiations to achieve a final contract that is recommended for approval.
Task 1.4 Exploration of Winter/Other Effluent Flow Monetization The approved Principles of Agreement is structured to allow IEUA the first opportunity to purchase any additional flows above the base 3,500 acre-feet per year amount set forth in the agreement. Any additional flows have been set for the City to receive a higher compensation over the base amount. However, the Principles of Agreement also contains provisions for the City to externally market those non-utilized flows. IEUA has initially stated they do not anticipate utilizing Rialto flows during the months of November through April but are re-evaluating their position. Dopudja & Wells has explored additional opportunities that warrant further exploration, in the event IEUA does not execute their right to obtain the optional flows. Dopudja & Wells’ team will continue to explore other opportunities to monetize any flows that IEUA does not anticipate utilizing during the term of the contract.
Task 1.4 Deliverables: Project update memos and/or emails to the City of Rialto.
Assumptions: Any negotiations of a separate agreement are not anticipated within the budget of this proposal.
Task 1.5 Project Management
Dopudja & Wells’ team will provide overall project management to ensure the project remains on budget and schedule.
Assumptions: City will be responsible for preparing, submitting, obtaining and associated cost for the necessary permits Exhibit “C” is hereby amended as follows:
Section I is hereby amended to provide additional compensation in the amount of $494,547 as shown in Table 1 below:
Table 1 - Fees for Services
Task
Description
Amount ($)
3.1 Coordination and Oversight of the IEUA Facilities Preliminary Design $178,500
3.2 Evaluation of the need for a supplemental well
$49,480
3.3 Negotiation of Final Contract
$154,700
3.4 Exploration of Winter Effluent Flow Monetization
$59,500
3.5 Project Management
$51,200
Reimbursables, mileage, travel, etc. (estimated)
$1,167
Total
$494,547
Section IV is hereby amended and restated in its entirety to read as follows:
“Subject to any limitations set forth in this Agreement, RUA agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C-1” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million, Two Hundred and Seventy-Nine Thousand, Four Hundred and Seven Dollars and Zero Cents ($1,279,407.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.” 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 9 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 RUA and Dopudja and Wells.
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 Second Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. [SIGNATURES ON FOLLOWING PAGE]
FOR THE RIALTO UTILITY AUTHORITY,
a Municipal Corporation FOR Dopudja & Wells
____________________________ _____________________________ Marcus Fuller, Rialto Utility Authority Name: Stephen Dopudja Executive Director
Date: __________________ Title: Chief Executive Officer Date:_____________________
ATTEST:
____________________________ ______________________________ Barbara McGee, Rialto Utility Authority Name: Jon Wells Board Secretary
Date:___________________ Title: Chief Financial Officer Date:_____________________
APPROVED AS TO FORM
Burke, Williams & Sorensen, LLP
____________________________
Eric S. Vail, Rialto Utility Authority
General Counsel
Date:___________________
RIV #4826-2789-2216 v1
Exhibit “C-1”
Billing Rates Schedule
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