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HR Green Pacific, Inc. - 2020--09 2020-09 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF GRAND TERRACE AND HR GREEN CALIFORNIA, INC. This AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF GRAND TERRACE AND HR GREEN CALIFORNIA, INC. ("Amendment No. 1") by and between the CITY OF GRAND TERRACE ("City") and HR Green California, Inc., a California corporation ("Consultant") is effective as of the 26th day of May, 2020. RECITALS A. The City and Consultant entered into a"Professional Services Agreement"wherein Consultant agreed to provide Inspection and Plan Check services to the City as more particularly described in its Exhibit"A"for an annual contract sum not to exceed$40,000 for a three year term with two one year extensions ("Agreement"). B. The City and Consultant now desire to extend the Agreement such that the contract is extended for both one-year terms to conclude on June 13, 2022. The contract scope of services in the Agreement will not change. C. The annual contract amount of$40,000 will remain the same; as a result, with the two year extension, the total contract amount for the five-year term will be $200,000. D. The Parties also desire to amend the Agreement, as now amended, to acknowledge that Consultant has transitioned its agreements from HR Green California, Inc. to HR Green Pacific, Inc. TERMS 1. Contract Amendments. The Agreement is amended as provided herein 1.1 Section 2, "TERM OF AGREEMENT," of the Agreement is hereby amended and shall now read as follows: "TERM OF AGREEMENT". This agreement shall be effective on the date above and the Agreement shall remain in effect for five years, unless otherwise terminated pursuant to the provisions herein." 1.2 Section 5,"TIME FOR PERFORMANCE,"of the Agreement is hereby amended and shall now read as follows: "TIME FOR PERFORMANCE". Consultant shall not perform any work under this agreement until (a) Consultant furnishes proof of insurance as required under Paragraph "8" of this agreement. All irety. If there is any conflict, inconsistency or ambiguity between the Original PSA and this Amendment,this Amendment._ shall govern and control. 7. Copv to Escrow. As soon as practical after the Amendment Effective Date,the parties shall deliver a copy of this Amendment to Escrow. 8. Entire Agreement. This Amendment constitutes the entire agreement and supersedes any prior written or oral agreements among the parties with respect to the specific matters addressed herein. 9. Authorization. Each individual executing this Amendment on behalf of Buyer represents and warrants that he/she has been duly authorized to do so on behalf of Buyer and Buyer is thereby obligated to perform the terms of PSA as amended by this Amendment. [SIGNATURES ON FOLLOWING] 01247.0020/642172.6 2 services required by Consultant under this Agreement shall be completed by June 1, 2022." 1.3 Effective upon the date that this Amendment No. 1 is executed by both Parties, all references to Consultant or HR Green California, Inc. in the Agreement, as amended, shall now be amended to reflect the change in name to HR Green Pacific, Inc. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement, as amended by Amendment No. 1, shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1. 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 the Agreement, as amended 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] h respect to the specific matters addressed herein. 9. Authorization. Each individual executing this Amendment on behalf of Buyer represents and warrants that he/she has been duly authorized to do so on behalf of Buyer and Buyer is thereby obligated to perform the terms of PSA as amended by this Amendment. [SIGNATURES ON FOLLOWING] 01247.0020/642172.6 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY: CITY OF GRAND TERRACE, a munic. 1 co !oration G. Harol D/ffey, C' Manager TEST: / gi.,t,i,4 1 ,,,, ' / ebra Thomas, City Clerk APPROVED AS TO FORM: ALESHIRE & ER, LLP Adrian R. Guerra, City Attorney CONSULTANT: HR GREEN PACIFIC, INC., a California Corporation By: Name: George A. Wentz, PE Title: Vice President By: Name: Title: Address: 1260 Corona Point Court, Ste 305 Corona, CA 92879 NOTE: 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 DEVELOPER'S BUSINESS ENTITY. nt 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 the Agreement, as amended 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] h respect to the specific matters addressed herein. 9. Authorization. Each individual executing this Amendment on behalf of Buyer represents and warrants that he/she has been duly authorized to do so on behalf of Buyer and Buyer is thereby obligated to perform the terms of PSA as amended by this Amendment. [SIGNATURES ON FOLLOWING] 01247.0020/642172.6 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY: CITY OF GRAND TERRACE, a municipal corporation G. Harold Duffey, City Manager ATTEST: Debra Thomas, City Clerk APPROVED AS TO FORM: ALESHIRE& WYNDER, LLP Adrian R. Guerra, City Attorney CONSULTANT: HR GREEN PACIFIC, INC., a California Corporation yWire: Veorge A. We tz, PE Title: Vice President By: Name: Title: Address: 1260 Corona Point Court, Ste 305 Corona, CA 92879 NOTE: 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 DEVELOPER'S BUSINESS ENTITY. REGULATIONS APPLICABLE TO DEVELOPER'S BUSINESS ENTITY. nt 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 the Agreement, as amended 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] h respect to the specific matters addressed herein. 9. Authorization. Each individual executing this Amendment on behalf of Buyer represents and warrants that he/she has been duly authorized to do so on behalf of Buyer and Buyer is thereby obligated to perform the terms of PSA as amended by this Amendment. [SIGNATURES ON FOLLOWING] 01247.0020/642172.6 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. STATE OF CALIFORNIA COUNTY OF RIVERSIDE Ord )U,\y 15" , 2020"before me, L.\ `\ S2.nr, personally appeared 'kec rS,VA•V). proved tb me on the basis of satisfactory evidence to be the person, ) whose names) is/�re subscribed to the within instrument and acknowledged to me that he/s14e/thy executed the same in his/l4/thiir authorized capacity(i s),and that by his/li /their signature(on the instrument the person(, or the entity upon behalf of which the person(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. L.hm" -California VILLASENOR .-��- WITNESS my d and official seal. _ Notary Public Riverside County Commission It 2288589 '" My Comm.Expires Jun 58 20231 Signatus�: 0...043)(1c,,� — __ __ _ _ __, 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) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S)❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 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 the Agreement, as amended 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] h respect to the specific matters addressed herein. 9. Authorization. Each individual executing this Amendment on behalf of Buyer represents and warrants that he/she has been duly authorized to do so on behalf of Buyer and Buyer is thereby obligated to perform the terms of PSA as amended by this Amendment. [SIGNATURES ON FOLLOWING] 01247.0020/642172.6 2