1 SECOND AMENDMENT TO THE
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF RIALTO
AND
AECOM TECHNICAL SERVICES, INC.
1. PARTIES AND DATE.
This Second Amendment to the Professional Services Agreement ( “Second Amendment”) is made and entered into this April 25, 2023, by and between the City of Rialto (“City”) and AECOM Technical Services , Inc., (“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 September 14, 20 21, (“ Agreement”), whereby Consultant agreed to provide professional services to the City related to Construction Management, Inspection, Community Outreach, Labor Compliance, and Geotechnical and Materials Testing Services for the City of Rialto 2020/2021 Street Overlay & Reconstruction Project (City Project No. 210807).
2.2 A
mendment . City and Consultant desire to amend the Agreement by this Second Amendment to include additional tasks for the project as set forth in “Exhibit A”, to extend the term of the Agreement , and to increase the total amount of compensation for the Agreement.
3. T ERMS.
3.1 Description. The following paragraph is hereby added to Section 1 of the Agreement:
“The additional services to be provided pursuant to this Second Amendment to the Agreement are more particularly described in “Exhibit A”, attached hereto and incorporated herein by this reference.”
3.2 Scope of Work. The following paragraph is hereby added to Section 2 of the Agreement:
“Consultant’s scope of work for the additional services included in this Second Amendment to the Agreement is
described on “Exhibit A”, attached hereto and incorporated herein by this reference.”
2 3.3 Payment Terms. The following paragraph is hereby added to Section 3 of the Agreement:
“Consultant shall be compensated for the additional services included in the Second Amendment to the Agreement as set for in “Exhibit A”, attached hereto and incorporated herein by this reference, which shall not exceed $90,049.00 ( Ninety Thousand and Forty-Nine Dollars and Zero Cents). The total compensation to the amended Agreement shall not exceed $1,162,209.00 ( One Million One Hundred S ixty-Two
Thousand Two Hundred and Nine Dollars and Zero Cents).”
3.4 Time for Performance. The following paragraph is hereby added to Section 4 of the Agreement:
“The additional services included in the Second Amendment to the Agreement as set for in “Exhibit A”, attached hereto and incorporated herein by this reference, shall begin immediately upon the City Manager’s approval of the Second Amendment and shall be completed within one hundred twenty (120) days of its approval.”
3.5 Additional Services. City shall have the right at any time during the performance of the Services under an individual Task Order, 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 Task Order sum for the actual cost of the extra work or change, and/or (ii) the time to perform the Task Order, which said adjustments shall be reflected in an amendment to the Task Order subject to the written approval of the Parties. Any amendment to a Task Order shall be reviewed and approved by the City Manager. In accordance with Rialto Municipal Code section 2.48.180, increases in compensation for a Task Order may be approved by the City Manager provided: (a) the initial Task Order amount was less than One Hundred Thousand Dollars ($100,000) and the amended Task Order sum when considering any or all amendments will not exceed One Hundred Thousand Dollars ($100,000); or (b) the Task Order 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 a given Task Order 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 sol e and absolute discretion have similar work done by other consultants. 3 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.
3.6 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.
3.7 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 under taken pursuant to this Second Amendment.
3.8 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.
3.9 Conflict of Interest. Pursuant to Rialto Municipal Code section 2.48.145, Consultant 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, Consultant attests under penalty of perjury, personally and on behalf of Con sultant, 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.
3.10 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, a municipal
corporation
AECOM TECHNICAL SERVICES, INC., a
California corporation
By: By:
Arron Brown Matthew Gollan
Acting City Manager Associate Vice President
Attest:
By: By:
Barbara McGee Irfan Kalhoro
City Clerk Area Manager
Approved as to Form:
Burke, Williams & Sorensen, LLP
By:
Eric S. Vail **Two signatures are required if a
City Attorney corporation**
5 EXHIBIT A
PROPOSAL/SCOPE OF WORK
City of Rialto Project
Contract No. 210807
2020/2021 Street Overlay & Reconstruction Riverside Ave – South of SR-210 to Foothill Blvd.
AECOM
999 Townand CountryRd
Orange CA 92868
Phone: (714) 567-2400
Contract No: AECOM 21807A and 21807
File No: 21807-0005
April 10, 2023
City of Rialto
150 S. Palm Avenue Rialto, CA 92376
Attn: Art Cervantes, City of Rialto Project Manager
Subject: City of Rialto Project 2020/2021 Street Overlay & Reconstruction Riverside Ave –SR-210 to Foothill Blvd. Task No. 003
Dear Mr. Cervantes,
With AECOM Technical Services Inc. (AECOM) previously proposed schedule ending at the end of March 2023, it is confirmed that additional funding is required for AECOM’s services to continue through June 30, 2023, which is the end of the contract between the City and AECOM. As such, we have prepared the following funding modification request. We respectfully request that this additional allocation of funding be effective immediately.
Below please find our requested budget modification request for the subject project and task. Due to the revised scope for out- of- scope work, the city rejection of the last lift of ARHM pavement, the postponement of the project’s closing, it is anticipated that additional funding is required to keep supporting the city on this ARHM resolution, to close the project, and enable AECOM to continue to provide their services to the city and its partners through completion of construction and resolving of all issues.
This funding allocation is intended to allow the continuation of performing AECOM’s revised scope until June 30, 2023, the end of this contract between the city and AECOM.
If you have any questions, please contact Matthew Gollan at 630-310-7879. Please refer to the above Reference Letter No. AECOM 21807-0005, when responding.
Sincerely,
Matthew E. Gollan, P.E. Associate Vice President
cc: Project File (DCC)