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EXHIBIT 3 <br />FIRST AMENDMENT TO AGREEMENT TO PROVIDE PLANNING AND <br />IMPLEMENTATION SERVICES <br />FOR THE AUTOMATED METER INFRASTRUCTURE PROJECT <br />THIS FIRST AMENDMENT TO AGREEMENT is made and entered into this 18th day of <br />February, 2020, by and between UtiliWorks Consulting, LLC ("CONSULTANT"), and the City <br />of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California ("CITY"). CITY and CONSULTANT shall <br />hereinafter collectively be referred to as "the PARTIES". <br />RECITALS <br />A. On September 11, 2018, CITY issued Request for Proposal No. 18-064, by which <br />it sought a consultant to provide professional planning and implementation services <br />for CITY's Automated Meter Infrastructure Project, by which CITY intends to <br />convert existing water meters to "smart" meters based on new available <br />technologies. <br />B. CONSULTANT submitted a responsive proposal that was selected by CITY. <br />CONSULTANT represents that it is able and willing to provide the services <br />described in the scope of work that was included in RFP No. 18-064. <br />C. On May 7, 2019, the PARTIES entered into an Agreement to Provide Planning and <br />Implementation Services for the Automated Meter Infrastructure Project ("Original <br />Agreement") A-2019-066. <br />D. The PARTIES have subsequently expressed their intent to enter into a First <br />Amendment to the Original Agreement ("First Amendment to Agreement") to <br />expand the Scope of Services previously established and to increase compensation <br />in connection with the additional scope of work by $68,720, with a 10% <br />contingency of $6,872 for a total amount not to exceed - $75,592. <br />E. In undertaking the performance of this First Amendment to Agreement, <br />CONSULTANT represents that it is knowledgeable in its field and that any services <br />performed by CONSULTANT under this First Amendment to Agreement will be <br />performed in compliance with such standards as may reasonably be expected from <br />a professional contracting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the PARTIES agree to amend Section 1. "SCOPE OF <br />SERVICES", Section 2. "COMPENSATION, and Section 22. "MISCELLANEOUS <br />PROVISIONS", as follows: <br />25Dr342 <br />