AMENDMENT NO. 2
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 2 TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Second Amendment”) is made by and between the CITY OF SIGNAL HILL (“City”) and ALBUS & ASSOCIATES, INC., a California corporation (“Consultant”) shall be deemed to be effective as of the 8th day of February, 2022.
RECITALS
City and Consultant entered into that certain Agreement for Professional Services dated March 13, 2018 (the “Original Agreement”) whereby Consultant agreed to provide certain on-call geotechnical consulting services through March 14, 2021, for the sum of $60,000.
City and Consultant amended the Agreement, Amendment No. 1, dated February 23, 2021, to extend the on-call services for an additional three year and three-month period and increase the contractor’s compensation by $65,000 for a total Contract Sum of $125,000.
City and Consultant now desire to amend the Agreement in order to increase total compensation by $25,000 under the Agreement, (“Second Amendment”) to provide material testing services for the Spring Street Bicycle Lane Gap Closure project.
TERMS
Contract Changes. The Original Agreement and subsequent Amendments are amended as provided herein (except for deleted and replaced changes, new text is identified in bold italics, deleted text in strike through).
Section 2.1, Contract Sum, is hereby amended to read as follows:
"Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Twenty Five Thousand Dollars ($125,000) One Hundred Fifty Thousand ($150,000) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9." Part V of Exhibit “C” (Schedule of Compensation) is hereby:
“V. The total compensation for the Services shall not exceed $125,000 $150,000, for the extended six-year and three-month term.
Continuing Effect of Agreement. Except as expressly amended by this Second Amendment, all provisions of the Original 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 Original Agreement, it shall mean the Agreement, as amended by this Second Amendment.
Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Original Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Original Agreement other than as provided herein. Each party represents and warrants to the other that the Original Agreement is currently an effective, valid, and binding obligation.
Consultant represents and warrants to City that, as of the date of this Second Amendment, City is not in default of any material term of the Original Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Original Agreement.
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.
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.
Recitals Incorporated. The Recitals above are deemed true and correct and are incorporated within this Second Amendment by this reference. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment on the date and year first-above written.
CITY:
CITY OF SIGNAL HILL,
a municipal corporation
___________________________
Hannah Shin-Heydorn
City Manager
ATTEST:
___________________________
Carmen R. Brooks
City Clerk
APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
_______________________
Matthew E. Richardson
City Attorney CONSULTANT:
ALBUS-KEEFE & ASSOCIATES, INC., a California corporation NOTE: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
NOTE: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
NOTE: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
NOTE: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
Address: 1011 N Armando St
Anaheim, CA 92806