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CC SR 20220906 L - Amending PSAs for Time Extension CITY COUNCIL MEETING DATE: 09/06/2022 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to approve time extensions for various Public Works Department professional services agreements. RECOMMENDED COUNCIL ACTION: (1) Approve Amendment No. 1 to the professional services agreement with Houston/Tyner extending the time duration of the agreement to June 30, 2023, without increasing the project budget, to provide design and engineering services for the public restroom renovations at the Point Vicente Interpretive Center ; (2) Approve Amendment No. 1 to the professional services agreement with Bureau Veritas, Inc., extending the time duration of the agreement to June 30, 2023, without increasing the project budget, to provide engineering services for the City’s Facilities Asset Management Program; (3) Approve Amendment No. 1 to the professional services agreement with Bucknam Infrastructure Group, Inc., extending the time duration of the agreement to June 30, 2023, without increasing the project budget, to create a Roadway Asset Management Program and update the Pavement Management Pr ogram; (4) Approve Amendment No. 1 to the professional services agreement with KOA Corporation, extending the time duration of the agreement to June 30, 2023, without increasing the project budget, to provide traffic calming plans for certain neighborhoods; and (5) Authorize the Mayor and City Clerk to execute the amendments for time extensions only, in forms approved by the City Attorney. FISCAL IMPACT: There is no budget/cost impact to the proposed amendments, as they represent time extensions only. Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A ORIGINATED BY: Ramzi Awwad, Public Works Director REVIEWED BY: Same as Above APPROVED BY: Ara Mihranian, AICP, City Manager 1 ATTACHED SUPPORTING DOCUMENTS: A. Amendment No. 1 to the Professional Services Agreement with Houston/Tyner (page A-1) B. Amendment No. 1 to the Professional Services Agreement with Bureau Veritas (page B-1) C. Amendment No. 1 to the Professional Services Agreement with Bucknam Infrastructure Group, Inc. (page C-1) D. Amendment No.1 to the Professional Services Agreement with KOA Corporation (page D-1) BACKGROUND AND DISCUSSION: The Public Works Department is responsible for managing several projects for the City that occasionally requires more time to complete than originally envisioned. The City Council is being asked to consider approving amendments extending the time duration to certain professional services agreements (PSAs) that have expired in order for work to continue. The amendments are for time only and no additional funding is needed as the projects remain within their original budgets. Following is the background and status for each of the projects associated with the amendments to the professional services agreement under consideration. Restroom Improvements at the Point Vicente Interpretive Center A PSA was awarded to Houston/Tyner by the City Council at its meeting on November 2, 2021, for design and engineering services for renovations of the restrooms at the City’s Point Vicente Interpretive Center. Notice to Proceed (NTP) was issued to Houston/Tyner on December 14, 2022. Houston/Tyner provided draft plans for the restrooms in a timely manner. However, Public Works (PW) Staff has taken longer than originally envisioned to complete its review of the design plans due to competing priorities. Recently, PW onboarded a contract project management firm, Integrated Engineering Management (IEM), to provide project management services for this project, through the on-call services agreement awarded by the City Council at its meeting on May 17, 2022. IEM, working with Staff, reviewed the draft plans and prepared a list of comments for Houston/Tyner to address through revisions. However, because the PSA with Houston/Tyner has expired, the comments cannot be addressed to move the project forward unless the agreement is extended. Staff recommends amending the PSA with Houston/Tyner to extend the term of the agreement until September 7, 2023, coinciding with the 50th anniversary of the City’s incorporation, the target date for completion of construction. This will allow time to make the necessary revisions to the plans, complete the specifications, procure a construction contractor, and complete construction. 2 Facilities Asset Management Program A PSA was awarded to Bureau Veritas Technical Assessments, LLC (Bureau Veritas) by the City Council at its meeting on December 7, 2021, to provide engineering services for the City’s Facilities Asset Management Program . NTP was issued to Bureau Veritas on January 10, 2022. The original schedule required Bureau Veritas to provide completed reports to the City by March 11, 2022. Bureau Veritas did provide initial assessment reports on all of the City’s facilities in a timely manner. However, PW Staff has taken longer than originally envisioned to complete its review of the reports. Recently, PW onboarded a contract project management firm, IEM, to provide project management services for this project, through the on-call services agreement awarded by City Council at its meeting on May 17, 2022. IEM, working with Staff, reviewed the initial assessment reports and prepared a list of comments for Bureau Veritas to address through revisions. However, because the PSA with Bureau Veritas has expired, the comments cannot be addressed to move the project forward unless the agreement is extended. Staff recommends amending the PSA with Bureau Veritas to extend the term of the agreement until June 30, 2023, coinciding with the end of the current fiscal year. This will allow time to make the necessary revisions, seek input from the Infrastructure Management Advisory Committee (IMAC), and finalize the reports. Triennial Update to the Pavement Management Program/Roadways Asset Management Program A PSA was awarded to Bucknam Infrastructure Group, Inc. (Bucknam) by the City Council at its meeting on December 7, 2021, to create a Roadway Asset Management Program (RAMP) and update the Pavement Management Program . NTP was issued to Bucknam on January 10, 2022. The original schedule required completion of the Roadway Asset Management Plan by May 1, 2022. Bucknam did provide a draft report in a timely manner. However, PW Staff has been in the process of reviewing the draft report as priorities are juggled. Staff recommends amending the Professional Services Agreement with Bucknam to extend the term of the agreement until June 30, 2023, coinciding with the end of the current fiscal year. This will allow time for Staff to complete its review, provide comments, for Bucknam to address those comments, for input to be sought from IMAC, and for the Roadway Asset Management Plan to be finalized. 3 Traffic Calming Studies/Reports for Various Locations A PSA was awarded to KOA Corporation (KOA) by the City Council at its meeting on June 1, 2021, for traffic calming plans for the Pacific View neighborhood, a portion of Hawthorne Boulevard south of Crest Road, Hawthorne Boulevard at Ravenspur Drive, La Rotonda Drive, a portion of Avenida Classica, and Fond Du Lac Road. NTP was issued to KOA on June 21, 2022. The original schedule required KOA to provide the completed traffic calming studies/reports to the City no later than June 1, 2022. For various reasons, some of the traffic calming studies/reports are still ongoing. Staff recommends amending the PSA with KOA to extend the term of the agreement until June 30, 2023, coinciding with the end of the current fiscal year, the target date for completion of the traffic calming studies/reports. ALTERNATIVE: In addition to the Staff recommendations, the following alternative actions are available for the City Council’s consideration: 1. Do not approve the contract amendments. 2. Identify additional amendments to be considered and direct staff to return with updated agreements. 3. Take other action, as deemed appropriate. 4 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”), and HOUSTON/TYNER, a California corporation Consultant”), is effective as of September 6, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated November 2, 2021 (“Agreement”) whereby Consultant agreed to provide design and engineering services for renovating the public restrooms at the City’s Point Vicente Interpretive Center (the “Services”), for a Contract Sum of $30,600. The Term of the Agreement was for 180 days, with an option to extend for an additional 90 days. B. City has been delayed in its review of Consultant’s first round of concepts. The City and Consultant now desire to amend the Agreement to extend the term of that Agreement so that the scope of services can be completed. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 3.4, Term, is amended to read: Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding 180 calendar days from the date hereofJune 30, 2023, except as otherwise provided in the Schedule of Performance Exhibit "D") The City may, in its discretion, extend the Term by 90 calendar days.” b. Section I of Exhibit “D” Schedule of Compensation is amended to read: Task Approximate time to complete Deadline A. Complete ADA & Infrastructure Survey and CAD backgrounds Two weeks November 5, 2021 Completed A-1 01172.0006/815067.2 -2- B. Review Design Preferences with City N/A November 5, 2021 Completed C. Prepare first round of concepts Four weeks November 19, 2021 Completed D. Incorporate comments from initial concept presentation and re-present Three weeks December 17, 2021 Three weeks from receipt of City comments E. Prepare and Submit Design Development Drawings Three weeks January 14, 2022 Three weeks from incorporation of presentation comments (Task D) F. Present to City Council 1 day February 15, 2022 October 18, 2022 G. Complete Bid/Construction Documents and Submit to City Three weeks March 11, 2022 November 8, 2022 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. 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 Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the 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 Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the 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 Agreement. 4. 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 Amendment No. 1. A-2 01172.0006/815067.2 -3- 5. Authority. The persons executing this Amendment No. 1 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 Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. SIGNATURES ON FOLLOWING PAGE] A-3 01172.0006/815067.2 -4- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: HOUSTON/TYNER, a California corporation By: _______________________________ William H. Wickett President By: _______________________________ Gary Houston Chief Financial Officer Address: 2630 Sepulveda Boulevard Torrance, California 90505 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. Gary Houston Digitally signed by Gary Houston Date: 2022.08.30 07:56:57 07'00' William H Wickett A-4 01172.0006/815067.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. A-5 01172.0006/815067.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. Signature: Email: William H Wickett (Aug 30, 2022 08:02 PDT) William H Wickett bjw@houstontyner.com A-6 RPV - Amendment to PSA with Houston Tyner- GH signed Final Audit Report 2022-08-30 Created:2022-08-30 By:HT Marketing (genevieves@houstontyner.com) Status:Signed Transaction ID:CBJCHBCAABAA3Mco0snkvyUp8cRJxCL9wHHEz8v7nZTR RPV - Amendment to PSA with Houston Tyner-GH signed" Hist ory Document digitally presigned by Gary Houston (garyh@houstontyner.com) 2022-08-30 - 2:56:57 PM GMT- IP address: 47.154.121.73 Document created by HT Marketing (genevieves@houstontyner.com) 2022-08-30 - 2:57:43 PM GMT- IP address: 47.154.121.73 Document emailed to bjw@houstontyner.com for signature 2022-08-30 - 2:58:11 PM GMT Email viewed by bjw@houstontyner.com 2022-08-30 - 3:02:17 PM GMT- IP address: 174.231.3.102 Signer bjw@houstontyner.com entered name at signing as William H Wickett 2022-08-30 - 3:02:53 PM GMT- IP address: 174.231.3.102 Document e-signed by William H Wickett (bjw@houstontyner.com) Signature Date: 2022-08-30 - 3:02:54 PM GMT - Time Source: server- IP address: 174.231.3.102 Agreement completed. 2022-08-30 - 3:02:54 PM GMT A-7 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”), and BUREAU VERITAS TECHNICAL ASSESSMENTS, LLC., a limited liability corporation (“Consultant”), is effective as of September 6, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated December 7, 2021 (“Agreement”) whereby Consultant agreed to provide engineering services for the City’s Facilities Asset Management Program (the “Services”), for a Contract Sum of $93,313.75 and a Term of one year. C. City anticipates delays on the Facilities Asset Management Program, therefore the City and Consultant now desire to amend the Agreement to extend the Term until June 30, 2023. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 3.4, Term, is amended to read: “Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one year from the date hereofJune 30, 2023, except as otherwise provided in the Schedule of Performance ( Exhibit D).” b. Exhibit “D” Schedule of Performance is amended to read: “Timing BVTA’s report(s) will be delivered within 40-45 15 full business/working days (7-8 weeks) of receipt of comments & requests for correction on reports from the City.” 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. 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 Agreement. Each party represents and warrants to the other that there have been B-1 01172.0006/815090.2 -2- no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the 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 Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the 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 Agreement. 4. 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 Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 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 Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] B-2 01172.0006/815090.2 -3- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ David Bradley, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: BUREAU VERITAS TECHNICAL ASSESSMENTS, LLC, a limited liability company By: ________________________________ Erik Piller Senior Vice President By: ________________________________ Matt Munter, PE Executive Vice President Address: 10461 Mill Run Circle, Suite 1100 Owings Milles, MD 21117 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. B-3 01172.0006/815090.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ DESCRIPTION OF ATTACHED DOCUMENT ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 08/30 Casey Orndorff Erik Piller Type text here B-4 01172.0006/815090.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ DESCRIPTION OF ATTACHED DOCUMENT ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. On _____08/30_____, 2022 before me, ______Casey Orndorff__________, personally appeared __Matt Munter___, proved to me on the B-5 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”), and BUCKNAM INFRASTRUCTURE GROUP, INC., a California corporation (“Consultant”), is effective as of September 6, 2022. RECITALS A. City and Consultant entered into an Agreement for Professional Services dated December 7, 2021 (“Agreement”) whereby Consultant agreed to create a Roadway Asset Management Program (RAMP) and update the Pavement Management Program (PMP) (the “Services”), for a Contract Sum of $172,798 and a Term of one year. B. City has caused delays and therefore Consultant requires additional time to complete the Services. The City and Consultant now desire to amend the Agreement to extend the Term of the Agreement until June 30, 2023. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 3.4, Term, is amended to read: “Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one year from the date hereofJune 30, 2023, except as otherwise provided in the Schedule of Performance ( Exhibit “D”).” b. Section I of Exhibit “D” Schedule of Performance is replaced with the following: Draft Report Final Report Pavement Management System – triennial update 3/1/2022 Complete 5/1/2022 8 weeks after receiving final City comments Sidewalks Assessment 3/1/2022 Complete 5/1/2022 8 weeks after receiving final City comments C-1 01080.0006/815132.1 -2- Guardrail Assessment 3/1/2022 Complete 5/1/2022 8 weeks after receiving final City comments Traffic Signs Assessment (Retroreflectivity) 3/1/2022 Complete 5/1/2022 8 weeks after receiving final City comments 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. 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 Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the 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 Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the 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 Agreement. 4. 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 Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 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 Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] C-2 C-3 C-4 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”) and KOA CORPORATION, a California corporation Consultant”), is effective as of September 6, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated June 1, 2020 (“Agreement”) whereby Consultant agreed to provide Traffic Calming Plans for the Pacific View Neighborhood, Hawthorne Boulevard between Palos Verdes Drive W. and Verde Ridge Road, Hawthorne/ Ravenspur, Avenida Classica, Fond Du Lac Road and La Rotonda Drive the “Services”) for one year, for a Contract Sum of $89,636, with the option of one additional 1- year extension at the City’s discretion. B. Due to unforeseen delays, the Services were put on hold. City and Consultant now desire to amend the Agreement to extend the time to complete the Services to June 30, 2023. No additional compensation is required. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 3.4, Term, is amended to read: Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding 1 year from the date hereofJune 30, 2023, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may, in its discretion, extend the Term by 1 additional 1- year terms.” 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. 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 Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. D-1 01203.0006/815297.2 -2- Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the 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 Agreement. City represents and warrants to Consultant that, as of the date of this Amendment, Consultant is not in default of any material term of the 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 Agreement. 4. 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 Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 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 Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. SIGNATURES ON FOLLOWING PAGE] D-2 01203.0006/815297.2 -3- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: By: ___________________ Name: Title: By: ________________________________ Name: Title: Address: ____________________________ 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. KOA Corporation 1100 Corporate Center Dr, Monterey Park, CA, 91754 Joel Falter Principal Min Zhou President/CEO D-3 01203.0006/815297.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. D-4 01203.0006/815297.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. D-5