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CC SR 20250401 I - On Call Construction Mgmt and Inspection CITY COUNCIL MEETING DATE: 04/01/2025 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration to amend four professional services agreements for pre-qualified on-call construction management and inspection services RECOMMENDED COUNCIL ACTION: (1) Approve Amendment No. 1 to the professional services agreements with Integrated Engineering Management, Z&K Consultants, Inc., Transtech Engineers, Inc. and Sunbeam Consulting, Inc. for on-call construction management and inspection services for additional two-year terms and include escalation of rates by request from consultant(s), subject to City Council approved appropriated project budgets; and (2) Authorize the Mayor and City Clerk to execute the amendment(s), in forms approved by the City Attorney. FISCAL IMPACT: There is no budget/cost impact to amending the pre-qualified on-call list as this amendment does not obligate the City to fund nor issue any task orders or assignments. Any costs associated with these services will be defined in individual task orders and funded by the specific capital project budget or operating budget, when needed. VR Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A ORIGINATED BY: Deanna Fraley, Principal Engineer REVIEWED BY: Ramzi Awwad, Public Works Director APPROVED BY: Catherine Jun, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: A. Amendment No. 1 to the Professional Services Agreement with Integrated Engineering Management (page A-1) B. Amendment No. 1 to the Professional Services Agreement with Z&K Consultants, Inc. (page B-1) C. Amendment No. 1 to the Professional Services Agreement with Transtech Engineers, Inc. (page C-1) 1 D. Amendment No. 1 to the Professional Services Agreement with Sunbeam Consulting, Inc. (page D-1) E. Existing Professional Services Agreement with Integrated Engineering Management F. Existing Professional Services Agreement with Z&K Consultants, Inc. G. Existing Professional Services Agreement with Transtech Engineers, Inc. H. Existing Professional Services Agreement with Sunbeam Consulting, Inc. I. November 1, 2022 City Council Staff Report BACKGROUND: As a contract city, Rancho Palos Verdes does not have the capacity to perform all construction management and inspection services in-house. Therefore, the City uses on- call consulting companies to provide those professional services, when needed. This is consistent with Public Works’ past practice of using consultant services to augment City Staff and provide support services. The on-call list can be used for a variety of construction management and inspection services, including oversight of construction inspectors, construction record keeping, construction inspection, site safety inspection, materials testing , and various other associated work. Establishing a pre-qualified on-call list of construction management and inspection services firms allows Staff to reduce time spent soliciting proposals, reviewing qualifications, evaluating proposals, negotiating fees and contract terms, and awarding contracts for each individual work assignment after the procurement code limit of $25,000 per company per year limit is reached. Furthermore, the pre-qualified on-call list does not obligate the City to request work from any company or expend any funds. These on-call contracts can only be used when City Council first appropriates a project budget or operating budget. Through a competitive solicitation documented in the November 1, 2022 City Council Staff Report (Attachment I), Staff reached agreement on fees and terms with four companies: Integrated Engineering Management (IEM), Z&K Consulting (Z&K), Transtech Engineers, Inc. and Sunbeam. The agreements establish hourly rates based on common staff classifications and are the basis for fees for individual task orders. DISCUSSION: The agreements are for an initial term of three years expiring on November 1, 2025 with the option to extend for an additional two-year term. Furthermore, the original solicitation seeking proposals from qualified firms stated that any approved agreements would include an annual escalation of rates based on the consumer price index (CPI – Los Angeles-Long Beach-Anaheim) for the month of July and by request from consultant(s) 2 for each contract year. However, this rate escalation provision was mistakenly left out of the executed agreements. As such, the City and all four firms would like to amend the agreements to honor and include the rate escalation provision and exercise the two year term extension through November 1, 2027. To correct the missed escalation of rates, the City will cumulatively apply the July 2023 (2.7%) and July 2024 (3.4%) CPI to the original contract rates. These new rates will become effective with new task orders. Any future rate escalations must be requested by the consultant no later than September and will become effective in November of the contract year. These four companies will continue to constitute the pre-qualified on-call list of consultants to provide as-needed construction management and inspection services for an additional two years. This on-call list does not preclude Staff from issuing separate solicitations whenever determined to best meet the City’s needs. Task Order Procedure As Staff identifies the need for construction management and inspection services, Staff will issue a request with a description of the work to be performed and a schedule for completion based on a City Council approved project or operating budget appropriation. A request may be issued to one or more companies based on availability to complete the work within a certain timeframe, specialty sub-discipline, or any other factor that is in the best interest of the City. At no time is the City obligated to issue any requests to any of the companies that are on the on-call contract list. The companies receiving the request shall prepare a task proposal documenting the scope of work, fee to perform the work (based on previously agreed-upon rates), and schedule for completion. The Contract Officer shall approve, modify, or reject the proposal, and issue a Notice to Proceed when a written agreement has been reached with a company on the task proposal. The task shall be performed at a cost not exceeding the task budget. CONCLUSION: To most efficiently obtain needed on-call construction management and inspection professional services, Staff recommends the City Council approve the one additional two- year extension for professional services and allow escalation of rates based on CPI to Integrated Engineering Management, Z&K Consultants, Inc., Transtech Engineers, Inc. and Sunbeam Consulting. ALTERNATIVES: In addition to the Staff recommendation, the following alternative action s are available for the City Council’s consideration: 1. Reject two-year extension and re-solicit the services. 3 2. Reject escalation of rates and direct staff to renegotiate fixed rates for the two-year extension, which may result in higher initial rates. 3. Take other action, as deemed appropriate. 4 - 1 - AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT to that certain AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and INTEGRATED ENGINEERING MANAGEMENT, dba IEM, a California Corporation, (“Consultant”) is effective as of April 1, 2025. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated November 1, 2022 (“Agreement”) whereby Consultant agreed to provide on-call Construction Management and Inspection services for an initial Term of three years and a not-to- exceed Contract Sum of $1,500,000, with the option to extend the Term by one additional two- year term. The total Task Budget for any work request was not to exceed $500,000. The Contract Sum did not allow for escalation of rates during the term of the Agreement. B. City and Consultant desire to exercise the one additional two-year term as provided for in Section 3.4 of the Agreement. C. City and Consultant desire to allow escalation of rates. The rates will follow the CPI for Los Angeles – Long Beach – Anaheim CA for the month of July for each contract year. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. Section I. of Exhibit “C,” Schedule of Compensation, is amended to read: “Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The rates provided in Exhibit C-1 may not be escalated during the term of this Agreement Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only. Actual quantities and compensation will depend on the needs of the City. The City will use the CPI for Los Angeles – Long Beach – Anaheim CA for the month of July for each contract year requested. 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 A-1 - 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] A-2 - 3 - IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Ara Mihranian, City Manager ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: INTEGRATED ENGINEERING MANAGEMENT dba IEM, a California corporation By: Name: Behjat Zanjani Title: President By: Name: Title: Address: 302 W. 5th Street, Suite 207 San Pedro, California 90731 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. A-3 01203.0023/1056243.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 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-4 01203.0023/1056243.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 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 - 1 - AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT to that certain AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and Z&K CONSULTANTS, a California Corporation, (“Consultant”) is effective as of April 1, 2025. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated November 1, 2022 (“Agreement”) whereby Consultant agreed to provide on-call Construction Management and Inspection services for an initial Term of three years and a not-to- exceed Contract Sum of $1,500,000, with the option to extend the Term by one additional two- year term. The total Task Budget for any work request was not to exceed $500,000. The Contract Sum did not allow for escalation of rates during the term of the Agreement. B. City and Consultant desire to exercise the one additional two-year term as provided for in Section 3.4 of the Agreement. C. City and Consultant desire to allow escalation of rates. The rates will follow the CPI for Los Angeles – Long Beach – Anaheim CA for the month of July for each contract year. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. Section I. of Exhibit “C,” Schedule of Compensation, is amended to read: “Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The rates provided in Exhibit C-1 may not be escalated during the term of this Agreement Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only. Actual quantities and compensation will depend on the needs of the City. The City will use the CPI for Los Angeles – Long Beach – Anaheim CA for the month of July for each contract year requested. 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 B-1 - 2 - 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 - 3 - IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Ara Mihranian, City Manager ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: Z&K CONSULTANTS, a California corporation By: Name: Crystal Faqih Title: President By: Name: Title: Address: 473 E. Carnegie Drive, Suite 200 San Bernadino, California 92400 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 01203.0023/1056243.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 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. B-4 01203.0023/1056243.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 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. B-5 - 1 - AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT to that certain AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and TRANSTECH ENGINEERS, INC., a California Corporation, (“Consultant”) is effective as of April 1, 2025. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated November 1, 2022 (“Agreement”) whereby Consultant agreed to provide on-call Construction Management and Inspection services for an initial Term of three years and a not-to- exceed Contract Sum of $1,500,000, with the option to extend the Term by one additional two- year term. The total Task Budget for any work request was not to exceed $500,000. The Contract Sum did not allow for escalation of rates during the term of the Agreement. B. City and Consultant desire to exercise the one additional two-year term as provided for in Section 3.4 of the Agreement. C. City and Consultant desire to allow escalation of rates. The rates will follow the CPI for Los Angeles – Long Beach – Anaheim CA for the month of July for each contract year. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. Section I. of Exhibit “C,” Schedule of Compensation, is amended to read: “Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The rates provided in Exhibit C-1 may not be escalated during the term of this Agreement Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only. Actual quantities and compensation will depend on the needs of the City. The City will use the CPI for Los Angeles – Long Beach – Anaheim CA for the month of July for each contract year requested. 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 C-1 - 2 - 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 - 3 - IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Ara Mihranian, City Manager ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: TRANSTECH ENGINEERS, INC., a California corporation By: Name: Allen Cayir Title: President By: Name: Sybil Cayir Title: Secretary Address: 13367 Benson Avenue Chino, California 91710 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. C-3 01203.0023/1056243.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 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. C-4 01203.0023/1056243.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 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. C-5 - 1 - AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT to that certain AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and SUNBEAM CONSULTING, a California Corporation, (“Consultant”) is effective as of April 1, 2025. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated November 1, 2022 (“Agreement”) whereby Consultant agreed to provide on-call Construction Management and Inspection services for an initial Term of three years and a not-to- exceed Contract Sum of $1,500,000, with the option to extend the Term by one additional two- year term. The total Task Budget for any work request was not to exceed $500,000. The Contract Sum did not allow for escalation of rates during the term of the Agreement. B. City and Consultant desire to exercise the one additional two-year term as provided for in Section 3.4 of the Agreement. C. City and Consultant desire to allow escalation of rates. The rates will follow the CPI for Los Angeles – Long Beach – Anaheim CA for the month of July for each contract year. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. Section I. of Exhibit “C,” Schedule of Compensation, is amended to read: “Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The rates provided in Exhibit C-1 may not be escalated during the term of this Agreement Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only. Actual quantities and compensation will depend on the needs of the City. The City will use the CPI for Los Angeles – Long Beach – Anaheim CA for the month of July for each contract year requested. 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 D-1 - 2 - 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] D-2 - 3 - IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Ara Mihranian, City Manager ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: SUNBEAM CONSULTING, a California corporation By: Name: Alan Braatvedt Title: President By: Name: Title: Address: 1817 Josie Avenue Long Beach, California 90815 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. D-3 01203.0023/1056243.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 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 01203.0023/1056243.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 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