SECOND AMENDMENT TO SERVICES AGREEMENT BETWEEN THE RIALTO UTILITY AUTHORITY AND DOPUDJA AND WELLS This Second Amendment to the Services Agreement (“Second Amendment”) is hereby entered into this 12th day of September 2023 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 the Coordination and Oversight of the IEUA Facilities on the 22nd of February 2022 (the “Agreement”).
A First Amendment was executed on the 13th of September 2022.
The Parties mutually desire to amend the Agreement to provide additional compensation for IEUA Effluent Monetization.
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:
The preliminary design phase of IEUA’s infrastructure from the City of Rialto is nearing completion. Some additional coordination of preliminary design reviews is necessary. Additionally, IEUA has selected their Chino Basin Program Management consultant, who will be implementing final design of facilities. Additional effort representing the City during this phase will be necessary.
The final proposed contract between the City and Rialto is nearing completion and is anticipated to be reviewed in early October, with final approvals by the end of the year. Some additional effort and coordination is anticipated to finalize the contract.
Additional Project Management
Exhibit “C” is hereby amended as follows:
Section I is hereby amended to provide additional compensation in the amount of $220,000.
Article 2.1 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, Four Hundred and Ninety-Nine Thousand, Four Hundred and Seven Dollars and Zero Cents ($1,499,470.00) (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
____________________________ _____________________________ Henry Garcia, 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
CITY OF RIALTO
DISCLOSURES REQUIRED BY PERSONS OR ENTITIES CONTRACTING WITH THE CITY OF RIALTO* Pursuant to City of Rialto Municipal Code Section 2.48.510, all persons or business entities supplying any goods or services to the city, or seeking a loan or grant awarded by the city, whether through an application or proposal, shall disclose in such application or proposal whether any city officer, employee, or consultant may have a financial or non-financial interest in the person or business entity, or in any member, employee, owner, or officer of the business entity.
A financial interest shall mean any interest that is prohibited under state law, including California Government Code Sections 1090 and 87100, and California Code of Regulation Section 18700 et seq.
A non-financial interest shall mean any interest that is prohibited by City of Rialto Municipal Code Section 2.48.450.
For the purpose of helping the City understand whether City personnel might have a conflict of interest in you or your organization, please disclose below whether you or any of your members, employees, paid or unpaid officers, paid or unpaid directors, or owners are (or are related to) a City elected or appointed official, a City officer, or a City employee or consultant.
Name of Your Organization’s Affected Member, Employee, Paid or Unpaid Officer, Paid or Unpaid Director, or Owner
Name of City Elected or Appointed Official, City Officer, a City Employee or Consultant
Relationship Between the Two
None
None
None
By submitting this [application/proposal], or supplying any goods or services to the City, the [applicant/vendor/contractor/consultant] hereby attests under penalty of perjury, personally and/or on behalf of the entity [submitting this application/proposal or supplying any goods or services to the City] that no City of Rialto elected or appointed official, employee or consultant has a financial or non-financial interest, as such terms are defined in California Government Code Sections 1090 and 87100 and in City of Rialto Code of Ordinances Section 2.48.145, in the [applicant/vendor/contractor/consultant], except as specifically disclosed herein.
Name of Person/Entity:
Dopudja & Wells, Consulting, Inc.
Title:
Stephen Dopudja, President
Signature: Date:
11/28/22
Form Date 11/11/2021
2.48.450 Employee conflict of interest.
No covered person shall participate in the making of a grant or contract by the city in which the covered person has a conflicting interest.
For purposes of this section, the following definitions shall apply:
A “covered person” includes any person who holds an elected or appointed City office, a City officer, a City employee, and any person who is a consultant to the City.
A “conflicting interest” includes, but is not limited to, those decisions where:
A covered person holds or has held within the previous twelve months a position with a potential grant or contract recipient; A close relative of a covered person holds or has held within the previous twelve months a position with a grant or contract recipient; A close relative of the spouse or domestic partner of a covered person holds or has held within the previous twelve months a position with a grant or contract recipient. “Position” includes the status of a member, employee, owner, paid or unpaid officer of, paid or unpaid leadership position in, or had an ownership interest in, a grant or contract recipient.
A “close relative” includes a spouse, parent, grandparent, child, grandchild, aunt, uncle, or cousin. “Participate in the making of a grant or contract” includes participation in: drafting a solicitation or contract; negotiating, voting on, approving, or executing a grant or contract; discussion of same with any city officer or employee; or attempts in any way to influence the making of a grant or contract.
This prohibition shall not apply to a contract let by written competitive bid where the contract will be awarded to the person or entity who submits the lowest responsible and responsive bid.
Except for the Mayor or a member of the City Council, a covered person may request a waiver of any potential conflict of interest in writing from the City Manager. Any request for such a waiver must include full disclosure of the potential conflict of interest and a statement detailing any mitigating factors. The request and the City Manager’s response shall be provided to the City Council prior to any vote to approve the contract or grant, or if City Council approval is not required, at least five days before the contract or grant is approved. The request and the City Manager’s response shall be considered a public record.
The prohibitions in this section are in addition to any applicable federal or state conflict of interest laws, including but not limited to Government Code section 1090, and Government Code section 87100 et seq.
Any person who violates this section is subject to the following:
Public censure;
If the conflict of interest was in the making of a contract, a prohibition from participation in the making of a contract by the city for a period of time up to twelve (12) months from the date of the imposition of the discipline; If the conflict of interest was in the making of a grant, a prohibition from participation in the making of a grant by the city for a period of time of up to twenty-four (24) months from the date of the imposition of the discipline; An administrative fine pursuant to Chapter 1.10 of this code.
The discipline specified herein may be imposed:
By the City Manager in the case of any employee or consultant who violates this section.
By the City Council in the case of any person who holds an elected or appointed City office, or any City officer who violates this section. 11 1
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