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23-0620_CSG CONSULTANTS, INC._Amd 2 to Professional Services Agreement61147.00310\40101379.1 Page 1 of 3 AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND CSG CONSULTANTS, INC. 1. Parties and Date. This Amendment No. 2 to the Professional Services Agreement (this “Amendment No. 2”) is made and entered into as of this 20th day of June, 2023, by and between the City of San Juan Capistrano, a public agency organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 (the “City”) and CSG Consultants, Inc., a California corporation with its principal place of business at 550 Pilgrim Drive, Foster City, CA 94404 (“Consultant”). City and Consultant are sometimes individually referred to as a “Party” and collectively as the “Parties.” 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled “Professional Services Agreement” dated September 21, 2021 (the “Agreement”), for the purpose of retaining the services of Consultant to provide building and grading inspection and related services. 2.2 Amendment No. 1. On June 21, 2022, the City and Consultant entered into Amendment No. 1 to the Agreement (“Amendment No. 1”) to increase the not-to-exceed compensation amount. 2.3 Amendment Purpose. The City and Consultant desire to further amend the Agreement to extend its term and increase the not-to-exceed compensation amount. 3. Terms. 3.1 Amendment to Section 2 Compensation. Section 2.b of the Agreement is hereby amended in its entirety to read as follows: 2. Compensation. b. In no event shall the total amount paid for the services rendered by Consultant under this Agreement exceed the sum of $484,360. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made withing 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant 61147.00310\40101379.1 Page 2 of 3 for work performed will be made on a monthly billing basis. 3.2 Amendment to Section 5 Term. Section 5 of the Agreement is hereby amended in its entirety to read as follows: 5. Term. The term of this Agreement shall be from the effective date to June 30, 2024, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work. 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.4 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. 2. 3.5 Severability. If any portion of this Amendment No.2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on Next Page] 61147.00310\40101379.1 Page 3 of 3 SIGNATURE PAGE FOR AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND CSG CONSULTANTS, INC. CITY OF SAN JUAN CAPISTRANO Approved By: Benjamin Siegel City Manager Date Attested By Maria Morris, City Clerk Approved As To Form: City Attorney CSG CONSULTANTS, INC. Signature Name Title Date July 5, 2023