SECOND AMENDMENT TO SERVICES AGREEMENT BETWEEN THE RIALTO UTILITY AUTHORITY AND DOPUDJA AND WELLS This Second Amendment to the Services Agreement Second 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 on the terms and conditions stated below. RUA and Consultant are hereinafter collectiv. RECITALS A. The Parties entered into the Services Agreement for engineering and as-needed support services on the 13th of April 2021 . B. A First Amendment was executed on the 8th of February 2022. C. The Parties mutually desire to amend the Agreement to provide additional compensation for an increased level of assistance and as-needed support services to RUA and for providing the Final Design services of Lake Rialto Project. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises set forth herein, the Parties do hereby enter into this Second 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 for As-Needed Support and the Final Design of Lake Rialto Project: Scope of Work The following tasks comprise the scope of work required for the respective projects outlined above. Task 1. As-Needed Support Sub-Task 1.1 Meeting Attendance, Coordination and On-Going Staff Support Dopudja & Wells will provide as-needed staff support, assistance, and any attendance at the following meetings, when requested: Meetings for Facility/Capital Improvement Plans and Operations City Staff Meetings City Council Meetings Water Subcommittee Meetings Utility Commission Meetings Miscellaneous/Other meetings at the request of the City This effort will be charged on a time and materials hourly basis, with support to be utilized at the request of the City. Any non-utilized support will not be billed to the City. Sub-Task 1.2 Review Reports and Statements Dopudja & Wells may be requested to provide supplemental assistance with the review of various reports and projected budgets, as needed. Reports may include, but would not be limited to, the following: Monthly and Annual Operations & Maintenance and Customer Service Reports Electrical Settlement Statements Quarterly Asset Management Reports to Verify conformance with the Concession Agreement Schedules A.6.3 and B.6.3 Annual Wastewater Chemical Settlement Statement to verify conformance with the Concession Agreement Article VIII, Section 8.13, Part a. Annual Water Chemical Settlement Statement to verify conformance with the Concession Agreement Article XIV, Section 14.13, Part a. Sub-Task 1.3 Engineering Studies and Planning Support Services Upon request of the City Manager, Deputy City Manager or the Utilities Manager, Dopudja & Wells will conduct miscellaneous engineering studies for the City. Potential subjects include, but are not limited to, on-going hydraulic modeling, load analysis of the Task 1.1, 1.2 and 1.3 Deliverables: Miscellaneous reports, memoranda and documents, as required. Sub-Task 1.4 Triennial Inspection Support Services agreeable to using an alternate consultant for scheduling purposes, but has requested Dopudja & Wells to provide some oversight of the process and findings. Our team will shadow Arup staff and review materials provided to Arup from RWS/Veolia. We will evaluate the draft report for consistency with observations of backup materials and site visits. Task 1.4 Deliverables: Review of Triennial Inspection. 3 Task 2. Lake Rialto Supplemental Survey and Geotechnical ServicesDuring the final design phase of Lake Rialto, it has become necessary to perform additional surveying and geotechnical services. The additional surveying will occur in three areas. The first is to survey the invert and top of the pipe of the effluent discharge pipeline to the Rialto Channel. The City does not have the record plans and this information is necessary to design the diversion structure. The second area is the empty lot north of the wastewater treatment plant and the access road along the Rialto Channel. This second area may become necessary if additional parking and access is necessary. This consideration came from commentPublic Works department, during the project review. If this option does not become necessary, the work will not be performed. Some additional effort is also required to the Base Geotechnical Engineering. From the preliminary design phase through now, additional field effort was required due to necessary grading modifications to the bottom and south side of Lake Rialto. This additional effort is reflected in the current grading plans. Task 2 Deliverables: Supplemental survey files and data. Updated Geotechnical Report. Exhibit C is hereby amended as follows: Section I is hereby amended to provide additional compensation for an increased level of assistance and as-needed support services to RUA in the amount of $200,000 and additional compensation for the Final Design services for Lake Rialto Project in the amount of $35,150 as shown in Table 1 below: Table 1 - Fees for Services Task Description Amount ($) 1 As-Needed Support $200,000 2 Lake Rialto Supplemental Survey and Geotechnical Services $35,150 Reimbursables, mileage, travel, etc. $2,333 Total $237,483 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 specifhedule of -1herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million, Four Hundred and Forty-One Thousand, Three Hundred and Forty-Seven Dollars and Zero Cents ($1,441,347.00) (the 4 Section 1.9.1. GENERAL PROVISIONS. 1.1 Remainder Unchanged. Except as specifically modified and amended in this Second Amendment, the Agreement remains in full force and effect and binding upon the parties. 1.2 Integration. This Second 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 Second Amendment. 1.3 Effective Date. This Second 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. 1.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 1.5 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 Second Amendment to the Agreement on the date and year first written above. [SIGNATURES ON FOLLOWING PAGE] 5 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
6 Exhibit -1 Billing Rates Schedule
CITY OF RIALTODISCLOSURES REQUIRED BY PERSONS OR ENTITIESCONTRACTING WITH THE CITY OF RIALTO*Pursuant to City of Rialto Municipal Code Section 2.48.510, all persons or business entities supplyingany goods or services to the city, or seeking a loan or grant awarded by the city, whether through anapplication 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 anymember, employee, owner, or officer of the business entity.A financial interest shall mean any interest that is prohibited under state law, including CaliforniaGovernment Code Sections 1090 and 87100, and California Code of Regulation Section 18700etseq.A non-financial interest shall mean any interest that is prohibited by City of Rialto Municipal CodeSection 2.48.450.For the purpose of helping the City understand whether City personnel might have a conflict of interestin 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 orappointed official, a City officer, or a City employee or consultant.Name of YourAffected Member, Employee,Paid or Unpaid Officer, Paid orUnpaid Director, or OwnerName of City Elected orAppointed Official, City Officer, a City Employee orConsultantRelationship Between theTwoBy 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 ofthe entity [submitting this application/proposal or supplying any goods or services to the City] that no City of Rialtoelected or appointed official, employee or consultant has a financial or non-financial interest, as such terms aredefined in California Government Code Sections 1090 and 87100 and in City of Rialto Code of Ordinances Section2.48.145, in the [applicant/vendor/contractor/consultant], except as specifically disclosed herein.Name of Person/Entity: Title: Signature: Date: Form Date 11/11/2021 11/28/22Stephen Dopudja, PresidentDopudja & Wells, Consulting, Inc.NoneNoneNone
2.48.450 Employee conflict of interest.(1) 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. (2) For purposes of this section, the following definitions shall apply: (a) a City employee, and any person who is a consultant to the City. (b) (i) A covered person holds or has held within the previous twelve months a position with a potential grant or contract recipient; (ii) A close relative of a covered person holds or has held within the previous twelve months a position with a grant or contract recipient; (iii)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. (c) leadership position in, or had an ownership interest in, a grant or contract recipient. (d) parent, grandparent, child, grandchild, aunt, uncle, or cousin. (e) 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. (3) 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. (4) 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 grant, or if City Council approval is not required, at least five days before the contract or grant is approved. The (5) 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. (6) Any person who violates this section is subject to the following:(a) Public censure;(b) 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; (c) 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; (d) An administrative fine pursuant to Chapter 1.10 of this code. (7) The discipline specified herein may be imposed: (a) By the City Manager in the case of any employee or consultant who violates this section. (b) 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.