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HomeMy Public PortalAboutGOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY - Amd. No. 3FRLV4101ar ► �a� TO PROFESSIONAL SERVICES AGREEMENT FOR BUS STOP CLEANING & MAINTENANCE THIS AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR BUS STOP CLEANING & MAINTENANCE ("Third Amendment') by and between the CITY OF CARSON, a general law city & California municipal corporation ("City"), and GOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY, a California 501(c)(3) not for profit corporation ("Consultant'), is effective as of the 1st day of January, 2017. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated July 1, 2015 ("Agreement") whereby Consultant agreed for a six month period from July 1, 2015 through December 31, 2015 to provide routine cleaning and maintenance services, at 33 identified City bus stops with shelters and at 166 identified bus stops without shelters five days of each week, in exchange for the amount of $6,317.85 per month up to the original maximum Contract Sum of $37,907.10. B. City and Consultant amended the Agreement ("First Amendment') on November 17, 2015, to extend the term of the Agreement for an additional six months, to cover the time period from January 1, 2016 through June 30, 2016. This extension of services from January 1, 2016 through June 30, 2016 was performed for the amount of $6,317.85 per month, in an amount not to exceed $37,907.10 in compensation for extension of services by six months. This extension of services by six months resulted in a maximum Contract Sum of $75,814.20, with half of that sum previously allocated for the services performed from July 1, 2015 through December 31, 2015 under the original Agreement. C. City and Consultant amended the Agreement ("Second Amendment') on July 5, 2016, to extend the term of the Agreement for an additional six months, to cover the time period from July 1, 2016 through December 31, 2016. This extension of services from July 1, 2016 through December 31, 2016 was performed for the amount of $6,696.92 per month, in an amount not to exceed $40,181.52 in compensation for extension of services by six months. This extension of services by six months resulted in a maximum Contract Sum of $115,995.72, with two-thirds of that sum previously allocated for the services performed from July 1, 2015 through December 31, 2016 under the original Agreement, First Amendment and Second Amendment. D. City and Consultant now desire to amend the Agreement for the third time ("Third Amendment'), to extend the term of the Agreement for an additional six months, to cover the time period from January 1, 2017 through June 30, 2017. This extension of services from January 1, 2017 through June 30, 2017 will be performed for the amount of $6,897.93 per month, in an amount not to exceed $41,387.58 in compensation for a third extension of services by another six months. This third extension of services by six months results in a maximum Contract Sum of $157,383.30 with approximately three-fourths of that sum previously allocated for the services performed for the eighteen months from July 1, 2015 through December 31, 01007.0001/325529.1 2016 under the original Agreement, the First Amendment and the Second Amendment. 1. Contract Changes. The Agreement (including as previously amended under the First Amendment and Second Amendment) is amended as provided herein (new text is identified in bold italics, deleted text in stfi e +,,,,,ugh) A. Section 3.4, Term, shall be amended to read as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from July 1, 2015 until completion of the services but not past the date of June 30, 2017 Deeembef 31, -2016, except as otherwise provided in the Schedule of Performance (Exhibit "D")." B. Section 2.1, Contract Sum, shall be amended to read as follows: "For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of One Hundred Fifty -Seven Thousand Three Hundred Eighty -Three Dollars and Thirty Cents ($157,383.30) Two renis ($115,995-.724 ("Contract Sum"). C. Exhibit C, Schedule of Compensation, shall be amended in its Section IV as follows: "IV. The total compensation for the Services shall not exceed $157,383.30 $115,995. , as provided in Section 2.1 of this Agreement." 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Third Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Third Amendment to the Agreement. I 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 Third Amendment, 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 Third Amendment, Consultant is not in default of any material term of the Agreement and that there have been no -2- 01007.0001/325529.1 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 Third Amendment. 5. Authority. The persons executing this Agreement 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 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. Exhibits 1. Goodwill Industries Agreement 2. Amendment #1 3. Amendment #2 [SIGNATURES ON FOLLOWING PAGE] -3- 01007.0001/325529.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEEST- ` \\ '51 atz�) ��224� Donesia L. Gause, CMC, City Clerk APPROVED AS TO FORM: CITY: CITY OF CARSON, a municipal bert Roble§, CONSULTANT: GOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY, a California cor tion 1,0,,6� 74 Name.t- Title: �l By: ame: 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. -4- 01007.0001/325529.1 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 LOS ANGELES fv � eras On Npy2016 before me, \L.V\P NJ > personally appeared �V\ri5ktnq proved to me on the basis of satisfactory evidence to be the person(s j whose names(,is/aie subscribed to the within instrument and acknowledged to me that lie/she/tWy executed the same in h�rs/her/thir authorized capacity(iesj, and that by Vs'/her/tlwf"r signatureW on the instrument the person(s-), or the entity upon behalf of which the person(e 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. ►�.n�,is CHRISTINA M. GALLEGOS Commission # 2073839 Signature: �7u"i! Uig Z ,.`»ts Notary Public - California Orange County My Comm. Ex ires Jul 6, 2018 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 SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNERS) OTHER THAN NAMED ABOVE 01007.0001/325529.1 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 LOS ANGELES a, p S On t oV . ii , 2016 before me, L_&cg.'c k � , personally appeared y dr 5k�no, >A- � , p ved to me on the basis of satisfactory evidence to be the person�o whose names(a) is/aK'subseribed to the within instrument and acknowledged to me that V/shelthky executed the same in JTi`s/her/th@i'r authorized capacity(ies), and that by bis/her/their signature(.8) on the instrument the person{, 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. WITNES y hand and official seal CHRISTINA M. GALLEGOS Commission #r 2073839 Signature. Notary Public - California z Orange County MY Comm. Expires Jul 6, 2018 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 TITLES) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01007.0001/325529.1 GOODSER-01 RMORENO CERTIFICATE OF LIABILITY INSURANCE DATE 9/22/2016 (MMIDDfYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Armstrong/Robitaille/Riegle Business and Insurance Solutions PHONEFAX 830 Roosevelt, Suite 200 (A1C, No, Ext): (714) 221-3900 (AIC, No); (714) 221-2277 Irvine, CA 92620 E-MAIL ADDRESS: info@ar-ins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Nonprofits Insurance Alliance Group INSURED INSURERB:Alaska National Insurance Company 38733 Goodwill Serving the People of Southern Los Angeles County (SOLAC) INSURER C DBA:Goodwill SOLAC; DBA:Links Sign Language & Interpreti INSURER D: 800 W. Pacific Coast Highway INSURER E: Long Beach, CA 90806 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR _ _ ... _ .. .ADDL SUBR ...POLICY EFF POLICY EXP LTR TYPE OF INSURANCE _ INSD WVD POLICY NUMBER LIMITS (MMIDDIYYYY�(MMlDD/J_ _ A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE X OCCUR 201603683NPO 08/01/2016 08/01/2017 DAMAGE TO RENTED 500,000 PREMISES (Ea occurrence) S MED EXP (Any one person) S 20,000 PERSONAL & ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 3,000,000 POLICY JE0 X LOC PRODUCTS - COhdPIOPRGG $ 3,000>000 OTHER S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) S 1,000,000 A X ANY AUTO 201603683NPO 08/01/2016 08/01/2017 BODILY INJURY (Per person) S ALL OWNED : SCHEDULED BODILY INJURY (Per accident} S AUTOS AUTOS X ` X , NON -OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS .(Per accident) S — X._.._UMBRELLA LAB X ':, OCCUR —-------------_ EACH OCCURRENCE S 5,000,000: A EXCESS LAB CLAIMS -MADE 201603683UMBNPO .....10,000: 08/01/2016 08/01/2017 AGGREGATE S 5,000,000' DED X.. RETENTIONS WORKERS COMPENSATION X PER -- OTH---- AND EMPLOYERS' LIABILITY Y r N STATUTE ER B ANY PROPRIETOR/PARTNER./EXECUTIVE '16FWD09010 06/01/2016 06/01/2017 EL EACH ACCIDENT $ 1,000,000 '.OFFICERJMEMBEREXCLUDED? N/A -- - - - (Mandatory in NH) EL DISEASE - EA EMPLOYEE S 1,000,000' If yes describe under _ DESCRIPTION OF OPERATIONS below EL DISEASE - POLICY LIMIT S 1,000,000 A ;Non Owned Hired PD 201603683NPO 08101/2016 08/01/2017 (Comp/Coll Ded 1,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 30 Days Notice of Cancellation except 10 Day for non-payment of premium LOIN I It-IL.A I C r1ULIJCK k ANL t:LLA I IUIV SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carson City f Holton ACCORDANCE WITH THE POLICY PROVISIONS. 801 E. Carson Street Carson, CA 90745 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD File #: 2016-1160, Version: 1 SUBJECT: CITY OF CARSON 701 East Carson Street Report to Mayor and City Council Monday, November 28, 2016 Consent CONSIDER A SIX MONTH CONTRACT AMENDMENT WITH GOODWILL INDUSTRIES TO PROVIDE BUS STOP AND BUS SHELTER MAINTENANCE FOR THE CARSON CIRCUIT (CITY COUNCIL) I. SUMMARY On July 5, 2016, the City Council approved Amendment #2 with Goodwill Industries to provide routine maintenance of the City's bus stop and select bus shelters from July 1, 2016, through December 31, 2016 (Exhibit Nos. 1 & 2). Staff had anticipated that this period would provide sufficient time to conduct an evaluation of the maintenance of the City's bus shelters, as well as complete a Request for Proposal (RFP) process. However, as the review of this service is still ongoing, and an analysis of the advertising revenues for the bus shelters has commenced, staff is requesting consideration of a third amendment to this agreement for the term January 1, 2017, through June 30, 2017 (Exhibit No. 3). The total cost requested by Goodwill Industries in its proposal for a six month amendment is $41,387.58 (Exhibit No. 4). II. RECOMMENDATION 1. APPROVE Contract Amendment #3 with Goodwill Industries to provide routine maintenance of the City of Carson's bus stops and selected bus shelters in the amount of $6,897.93 per month, for a total cost of $41,387.58, for the period of January 1, 2017, through June 30, 2017. 2. AUTHORIZE the Mayor to execute the Goodwill Industries contract extension, following approval as to form by the City Attorney. a III. ALTERNATIVES 1. DO NOT APPROVE the contract extension. CITY OF CARSON Page 1 of 2 Printed on 11/22/2016 powered by LegistarTAO File : 2016-1160, Version: 1 2. TAKE another action the City Council deems appropriate. Goodwill Industries works to enhance the dignity and quality of life of individuals and families by strengthening communities, eliminating barriers to opportunity, and helping people in need reach their full potential through learning and work. Its network of 165 independent, community-based Goodwill facilities throughout the United States and Canada offer customized job training, employment placement and other services to people who have disabilities, lack education, job experience, or face employment challenges. Goodwill meets the needs of a diverse population that includes seniors, youth, veterans, immigrants, and those with criminal backgrounds and other specialized needs. Since 2006 Goodwill Industries has been providing routine clean-up and maintenance of the City's bus stops and shelters. When the last contract expired on June 23, 2015, the City Council approved a month-to-month agreement with Goodwill to continue being the City's vendor until the end of the calendar year (Exhibit No. 5). Staff anticipated that these six months would provide sufficient time to complete the necessary Request for Proposal (RFP) process. However, due to the City's budget challenges, and the need for a more thorough analysis of this service, this task was delayed. Staff requested a contract amendment for the term of January 1 through June 30, 2016 (Exhibit No. 6). During this period a transition to an Interim Director of Community Services, as well as the ongoing analysis and discussion of this service, necessitated a second contract amendment. As this evaluation is not yet complete, and now a study of the advertising placed on the shelters has commenced, a third amendment is needed. V. FISCAL IMPACT Funds for this service are budgeted in the Transportation Services Division budget, Proposition A funds, Bus Stop Maintenance, account no. 18-90-999-181-6005. 1. Minutes, July 5, 2016, Item #14. (pg. 3) 2. Executed Amendment #2. (pgs. 4-9) 3. Draft Amendment #3. (pgs. 10-15) 4. Final Goodwill Proposal. (pg. 16) 5. Goodwill Contract. (pgs. 17-41) 6. Executed Amendment #1. (pgs. 42-46) Prepared by: Luchie S. Maaante, Senior Administrative Analyst CITY OF CARSON Page 2 of 2 Printed on 11/22/2016 powered by Legistar", Unofficial Minutes City Council / Housing Authority / Successor Agency Regular Meeting July 5, 2016 Page 1 CONSIDER AUTHORIZING A SIX MONTH CONTRACT AMENDMENT WITH GOODWILL INDUSTRIES TO PROVIDE BUS STOP AND BUS SHELTER MAINTENANCE FOR THE CARSON CIRCUIT (CITY COUNCIL) City Manager Farfsing reported the contract only covered the bus stops currently on Carson Street. Staff would return, upon the completion of Carson Street Master Plan, with a contract to include new bus stops on Carson Street. TAKE the following actions: 1. APPROVE contract Amendment #2 with Goodwill Industries to provide routine maintenance for the City of Carson's bus stops and selected bus shelters in the amount of $6,696.92 per month, for a total cost of $40,181.52, for the period July 1 through December 31, 2016. 2. AUTHORIZE the Mayor to execute the Goodwill Industries contract extension following approval as to form by the City Attorney. ACTION: It was moved to approve staff recommendation nos. 1 and 2 on motion of Davis -Holmes, seconded by Santarina and unanimously carried by the following vote - Ayes: Mayor/Agency Chairman/Authority Chairman Robles, Mayor Pro Tem/Agency Vice Chairman/Authority Vice Chairman Davis -Holmes, Council Member/Agency Member/Authority Board Member Santarina, Council Member/Agency Member/Authority Board Member Hilton, and Council Member/Agency Member/Authority Board Member Hicks Noes: None Abstain: None Absent: None AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR BUS STOP CLEANING & MAINTENANCE THIS AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR BUS STOP CLEANING & MAINTENANCE ("Second Amendment") by and between the CITY OF CARSON, a general law city & California municipal corporation ("City"), and GOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY, a Califonlia 501(c)(3) not for profit corporation ("Consultant"), is effective as of the I" day of July, 2016. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated July 1, 2015 ("Agreement") whereby Consultant agreed for a six month period from July 1, 2015 through December 31, 2015 to provide routine cleaning and maintenance services, at 33 identified City bus stop with shelters and at 166 identified bus stops without shelters five days of each week, in exchange for the amount of $6,317.85 per month up to the original maximum Contract Sum of $37,907.10. B. City and Consultant amended the Agreement ("First Amendment") on November 17, 2015, to extend the term of the Agreement for an additional six months, to cover the time period from January 1, 2016 through June 30, 2016. This extension of services from January 1, 2016 through June 30, 2016 were performed for the amount of 56,317.85 per month, in an amount not to exceed 537,907.10 in compensation for extension of services by six months. This extension of services by six months resulted in a maximum Contract Sum of $75,814.20. with half of that sum previously allocated for the services performed from July 1, 2015 through December 31, 2015 tinder the original Agreement. C. City and Consultant now desire to amend the Agreement for the second time ("Second Amendment"), to extend the term of the Agreement for an additional six months, to cover the time period from July 1, 2016 through December 31, 2016. This extension of services from July 1, 2016 through December 31, 2016 will be performed for the amount of $6.696.92 per month, in an amount not to exceed $40,181.52 in compensation for a second extension of services by another six months. This second extension of services by six months results in a maximum Contract Sum of 5115,995.72, with two-thirds of that sum previously allocated for the services performed for the twelve months from July 1, 2015 through June 30. 2016 under the original Agreement and the First Amendment. TERMS 1. Contract Changes. The Agreement (including as previously amended under the First Amendment) is amended as provided herein. A. Section 3.4, Term, shall be amended to read as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from July 12 2015 until completion of the services but not past the date of December 31, 2016 except as otherlvise provided in the Schedule of Performance (Exhibit "D").'* B. Section 2.1, Contract Sum, shall be amended to read as follows: "For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Forty Thousand One Hundred Eighty One Dollars and Fifty Two Cents ($40,1$1.52) ("Contract Sum"). C. Exhibit C, Schedule of Compensation, shall be amended in its Section IV as follows: "IV. The total compensation for the Services shall not exceed 540,181.52 , as provided in Section 2.1 of this Agreement." 2. Continuing Effect of Agreement. Except as arnended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Second Amendment, whenever the term "Agreement" appears in the Agreement; It shall mean the Agreement, as amended by this Second Amendment 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 Second Amendment. 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 Second 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 Second Amendment. 5. Authority. The persons executing this Agreement 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 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATUR.ES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: Donesia Gause, CMC, City Clerk APPROVED AS TO FORM: ALESHIRE �_`/WYNDER, LLP i unny K. S&4A, City orney CITY: CITY OF CARSON, a municipal corporatn I Albert Robles, CONSULTANT: GOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY, a California corporation B y •• •1i � f Name: r Title: By: z C'n.-C Name: Title: - Address: ` `6L) 0 \N� C, H . t._.0 Vic \R 2G cAn C A Qi U 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. CONSULTAN'S c� SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL B, INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR, OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 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 LOS ANGELES jj �(( On (7LO , 2016 before me. tSit�11L personally appearecl�. 7f (�. ,paved to me on the basis of satisfactory evidence to be the persona) whose names(i) is/ate subscribed to the within instrument and acknowledged to me that I/she/tht�, executed the same in Jxis/her/th�if authorized capacity(iesT, and that by hit/her/thW signature(s) on the instrument the person(, , or the entity upon behalf of which the person.(-Wacted, 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. CHRISTINA M. GALLEGOS Commission # 2073839 Signature: — ,1:'; z �� Notary Public -California = z " Orange County M Comm. Ex Ires Jul 6, 2016 OPTIONAL Though the data below is not required by lads, 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 TITLES) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR I ❑ OTHER I SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DATE OF DOCUMENT f SIGNERS) OTHER THAN NAMED ABOVE 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 COUNaTY( OF LOS ANGELES On d D ! Ctl , 2016 before me, V4- 0, 5 i' l C � � �(�tYlS�u personally appeared t,�qE prov7me the basis of satisfactory evidence to be the person(s�whose names{) is/are subscribed to the within instrument and acknowledged to me that hvshe/t* executed the same in kslher/thair authorized capacity(yes), and that by Wblher/tWr sianature(-s) on the instrument the person(s): or the entity upon behalf of which the person(-st 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. _ CHRISTINA M. GALLEGOS Commission # 2073839 Signature: z :+� Notary Public -California i Orange County My Comm. Ex ires Jul 6, 2018 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 SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSONS) OR ENTI T Y(IES)) SIGNERS) OTHER THAN NAMED ABOVE 5' n1 ' li , 11- I c i CITY OF CARSON O PRWFEJ , THIS PROFESSIONAL SERVICES AGREEMENT (herein "Agreement") is made and entered into this I" day of July, 2015, by and between the CITY OF CARSON, a general law city & California municipal corporation herein ("City") and GOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY, a California 501(c)(3) not for profit corporation (herein "Consultant"). NOW, THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services' attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal. State or local goveruneiital agency of competent jurisdiction. 1.3 Licenses. Permits. Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits. and approvals as may be required by law for the performance of the services required by the Agreement. 1.4 Special Requirements Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2. COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement. Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Thirty -Seven Thousand, Nine -Hundred Seven Dollars and Ten Cents (537,907.10) ("Contract Stun'"). 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under thipu Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. "i Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to deternline whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City. City will use its best efforts to cause Consultant to be paid within thirty (30) days of receipt of Consultant's correct and undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perforin of up to ninety (90) days may be approved by the Contract Officer. Any greater increases. taken either separately or cumulatively must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 31 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant. extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively. 33 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including. but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics. quarantine restrictions, riots, strikes, freight embargoes. wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shah" ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement. however caused. Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Tenn. 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 six (6) months from the date hereof; except as otherwise provided in the Schedule of Performance (Exhibit "TY). 4. COORDINATION OF FORK 4.1 Representative of Consultant. Janet McCarthy (or designee as provided for by the consultant) is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All persormel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer, Luchie Magante (or designee, as provided for by City Manager or his/her deputy) is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). 4.3 Prohibition Aaainst Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are -agents or employees of City, or that it is a member of a joint enterprise with City'. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain. at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof; the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent. A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury- and property damage. The policy of insurance shall be in Aq an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify. insure and provide legal defense for the Consultant against any Ioss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "anti auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. (d) Professional Liabilitv. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall fumish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City. its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers. employees or agents may apply in excess of,, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amend�o. or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 5.3 Indemnification. To the full extent provided by law, Consultant agrees to indemnify, defend and hold ham--rless the City, its officers, employees and agents against, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or ;liabilities, including paying any legal costs, attorneys fees, or paying any judgment (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work or services of Consultant, its officers, agents, employees, agents, subcontractors. or invitees, provided for herein ("indemnitors"), or arising from Consultant's indemnitors' negligent performance of or failure to perform any term, provision. covenant, or condition of this Agreement, except claims or liabilities to the extent caused by the sole negligence or willful misconduct of the City. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep. and require subcontractors to keep, such ledgers. books of accounts. invoices, vouchers, canceled checks. reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City. including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 6.3 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential. unless such information is in t public domain or already known to Consultant. Consultant shall not release or disclose any sueµ information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Aareement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives the City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees. including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request. court order or subpoena from any party regarding this Agreement and the work performed there under. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications_ maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes: Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but MPy be extended, ifcircumstances warrant. During the period of time that Consultant is default. the City shall hold all invoices and shall, when the default is cured. proceed wi{t payment on the invoices. If Consultant does not cure the default, the City may take necessar steps to terminate this Agreement under this Article. 7. in Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief., or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall notpreclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to Consultant, except that where ternlination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination. Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination. the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of tennination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated tennination, the Consultant shallbe entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this section, the terminating party need not provide the non-tenninating party with the opportunity to cure pursuant to Section 72. 7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations Mulder this Agreement, City may, after compliance with the provisions of Section 7.2. take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the arnounts owed the City as previously stated. S. MISCELLANEOUS 8.1 Covenant Against Discrimination. Consultant covenants that, by and fozj, itself; its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color creed, religion, sex, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color creed, religion, sex, marital status, national origin, ancestry-, or other protected class 8.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other shall be in w7iting and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, at City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person at the address designated on the execution page of this Agreement. 8.4 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render Unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.7 Attomevs ' Fees . If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 8.8 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall an)P, official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of arty State or municipal statute or regulation. The determination of "financial interest'' shall be consistent kNith State law and shall not include interests found to be "remote" or "noninterests" pursuant to Goveri mnt Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 8.9 Corporate Authority. The persons executing this Agreement 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 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [Signatures on the following page.] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above wTitten. CITY: CITY OF CARSON. a general)aw city & municindl cornoratic�,� bert Robles, May -or ATTEST: James "Jim" Dear. City Clerk t` - ► S usln 9l�i. C iyy A CONSULTANT: GOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY, a California corporation y: Nam*McCty Title: President & CEO By: ze: Title. C Address: 800 West Pacific Coast Hwa-. Lonc, Beach, CA 90806 Tel 562.435.3411 Fax 562.436.43 15 Two signatures are required if a corporation. 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 CONSULTANT'S' BUSINESS ENTITY. [END OF SIGNATURES] 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 LOS ANGELES On`�uiT, 2015 before me,burinaCM Il personally appeared�lY�Ck-`Y�raved to me an the basis of satisfactory evidence to be the person(z) whose names(a-) is/ax subscribed to the within instrument and acknowledged to me that X/she/tl < executed the same in lyK/her/tj-eir authorized capacity(, and that by /her/ttefr signature(4 on the instrument the person, 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. �GALLEG305 z Signature: AN -California orangeounty s Jul 6, 2018 t OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying an 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)) 01607.0001 /2735-573.3 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 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 LOS ANGELES On�U`1j 0':` , 2015 before me, Y15?s0Ci,flepersonally appeared.�aAt.� �lAr �/. proved to me on thebasis of satissatisfactory evidence to be the person(y) whose names(o is/are subscribed to the within instrument and acknowledged to me that K/she/tjz€y executed the same in jA/her/tk r authorized capacity(igs•), and that by b/her/t4aiY signatures' on the instrument the person(, or the entity, upon behalf of which the person( acted, executed the instrument. I certiN 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.z `CHRISTINA M. GALLEGOS r: f Commission # 2073839 ;,® Notary Public - California z Signature: �1' f ''" Orange County a M Comm. Ex ices Jul 6, 2018 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)) 01007.0661/25-55733 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE MW1114, EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following services: A. Routine cleaning and maintenance at 33 identified City bus stops with shelters and 166 identified bus stops without shelters five (5) days of each week. Each City bus shelter is identified in Attachment 1 to this Exhibit "A." B. "Routine cleaning and maintenance" shall mean and include (1) pressure wash cleaning of all benches and shelters structures; (2) pressure wash cleaning of sidewalks appurtenant and adjacent to bus stops: (3) sanitizing of all bus stop benches and shelter structures; (4) collection and disposal of all litter and trash in and around trash receptacles and appurtenant and adjacent to bus stops and shelters. Consultant will provide all materials necessary to perform the Scope of Services except water for pressure washing. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Not applicable. C re III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports: A. Not applicable. I. C. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Not applicable. 01007.0001/255573.3 A-1 Carson Circuit—Trash Receptacle Installation Route A 1 Carson Circuit Avalon/Del Amo INE Trash Receptacle YES NO X ? Avalon/Elsmere NE x 3 Avalon/ 189tb St NE x 4 Avalon/184tb St. NE x S r 7 Victoria/Avalon i t Meadbrookf ysander SE NW x x x 8 + 11 Rainsbury/Meadbrook r t t Bitterlake/Lysander NE SE x x X X 12 BittlerlakeBauchard SE x 13 Bitterlake/Keene SE x 14 BitterlakelHarwick SE x 15 Ainantha/Radbard NW x 16 CeatraURadbard SW x 17 VictorialCentral NVV x 18 VictorialTamcliff NW x 19 AvalonAVictoria SVI; X 20 Avalon/l84th SW x 21 University/Avalon SE x 22 University/Coslin SE x 23 University/Central SE x 24 University/Nestor SE x 25 University/Grandee SE x 26 Wilmington/University SW x 27 Cashdan/Craigjon NV+' x 28 Gualock/Kramer SPI x 29 TurmontBroadacres (Broadacres Elem) NrE X 30 I Turmont/1'ajauta -NTW x 31 TurmontiCentral 32 Turmont'Annalee (Anmalee EIem) NE. x 33 Turmont/Scobey NW x 34 Turmont/Campaign NW x 35 r Galway/Tun ont .t t 1 i 1 ! i SW x I 1 x Carson Circuit—Trash Receptacle Installation Route B Carson Circuit . I `Trash Receptacle stop Location Comer f 1 Carson MalyAvalon SW YES NO 2 Avaton/2I3tl St.. SW x 3 Carson/Avalon Nrw X 4 Carson/Grace NW Y 5 Carson/Nleptune NW 6 Carson/Dolores NE x 7 Carso Orrick NW x 8 Main/218th St. SSV x 9 Main/220tb St, SW 10 Main/223rd St. SW I x I 1 Main/225th St. SW x 12 Main/228th St. SW X 13 Mam/231 st St. SW X 14 234th St./11lain NW x 15 234th/Moneta NW X 16 234th/Figuero2 NE x 17 Figueroa/232ad St. SE I x 18 228th/Fiaueroa SE X h 19 228tWCaroldale SE x 20 Moneta/228th St. NE x 21 Moneta/Shadwell NE x ! 72 Moneta/224th St_ NE x N 1 23 j Mooeta/223rd St. NE x d 24 Moneta/220th St. NE x v 25 Moneta/Carson SE x 26 Carson/ Main SE x 27 Carson/Dolores SE X 28 Carson/Grace SE x 29 Avaloa/Carson NE 30 Avalon/2I3th ivy x 31 Carson Matl/Avaloa SE x X Carson Circuit — Trash Receptacle Installation Route C I 1 Carson Circuit z I t . ' Carson Mall/Avalon now SW Trash Rece YES Duplicate tacle NO 2 Avalon/213th'St. SW Duplicate 3 Avalon/Carson Ste' X 4 Avalon/220th St. SW X 5 223rd St./Avalon NPV X 6 8 Grace/223rd St. ! 11s t 228th St./Grace SW SE X X X 9 228th SUMarine SE x 10 Avalon/Bayport S W X II Avalon/Scottsdale NW X 12 Sepulveda/Avalon N -W X 13 Sepulveda/Panama NW X 14 16 19 Dolores/Sepulveda @.. Scott Park 11091 Dolores/229th NE E NE X X - X X x X 20 Dolores/228th St. NE X 21 Dolores/223rd St. (Carson High) SE x 22 _ 223` /Grace SE x 23 223` /Avalon SE X 24 Bonita/220th St. NE X 25 Bonita/Civic Center NE X 26 Civic Center NE X 27 Desford/Civic Center Dr. NE X 28 Avalon/213th St. NE I Duplicate 29 Carson Mall/Avalon SE Duplicate Carson Circuit— Trash Receptacle Installation Route D 7rnDMe1A=mo11T,3w=oodrMSE Carson Circuit Trash Receptacle YES X NO 2 Def Amo/Tillman SE X 3 Del Amo/Central SE 4 Del A.mo/Tajauta SE X 5 i 7 10 Del Amo/Alvo t 1 J J t t I t Del Amo/Fordyce t tt J Santa Fe/Del A.mo SE SW SSV X X X x X 11 Santa Fe/ El Presidio SW X 12 Santa Fe/Dominguez SW X 13 Santa Fe/Madison SW x 14 Carson/Santa Fe NW X 15 Carson/EVOnda NE X I6 Carson/Harborview NW X 18 Carson/Arnold Center Road NW X 19 CarsonAVilmington Nom' k 20 Carson/Martin NW . X 21 CarsonlVera NW X 22 Carson/Perry NW X 23 Carson/Bonita NW X 24 Avalon/Carson NE Duplicate 25 Avalon/213th St. NE Duplicate 26 Carson Mall/Avalon i t :. SE Duplicate X Carson Circuit — Trash Receptacle Installation Route E 1 Carson Circuit Avalon/Del Amo NE Trash Rece YES Duplicate tacie NO 2 Avalon/Elsmere NE Duplicate 3 Avalon/189th St. SE Duplicate 4 184th St./Avalon NW x 5 Wall/184th St. N'E x 6 WaI Victoria SE x 7 AvalouNictoria SW Duplicate 8 Avalon/184th St. SW Duplicate 9 11 University/Avalon r Brenner/Leapwood ea wood Elementary) SE SE Duplicate x �{ 12 15 Breaner/Fariaman � Central/Charles Willard SW SE x x x v n 16 18 Charles Willard/Harmon :�t OMM YAM WilmingtOUXDiversity Anderson Park SW m SW x Duplicate x 19 Wilmington/Gladwick SW x 20 Wilmington/Dimondzl,: SW x 21 Wilmington/Del Amo ny X 22 Del Amo/Alvo NW x 23 Del Amo/Tajauta NW x 24 Del Amo/Central NW x 25 Del Amo/Tillman riot i c NW X x x I I I I Carson Circuit —Trash Receptacle Installation Route F Carson Circuit Trash Rece tacle 1 Carson Mail/Avalon SW YES Duplicate NO 2 213th St./Avalon SE X 3 213th St./Troyton SE X 4 213th St./Weiser SE X 5 213th St./Vera SE X 6 Martin/213th St. SW X 7 Carson/Martin NW Duplicate 8 Vera/Carson Estates SW X 9 VeralAbila SW X 10 220th St./Vera SE X 11 220th St./Martin SE X 12 14 220th St./Wilmington rr �� � � Carson Toyota SW � N X X ti 15 223rd/Bonita NW X 16 223rd St./Avalon NW Duplicate 17 223`° St./Grace NW X IS 223rd St./Dolores NW X 19 223rd St.lMain NW X 20 Figueroa/223rd St. NE X 21 Steven White Middle School SE X 22 24 FigueroodCarson Figueroa/Carson Town Center L NE X X X 25 27 Torrance/Figueroa 213th St./Bolsa I SE SE X k X 28 213th St./Dolores SE X 29 213th St./Grace SE X 30 AvaIon/213th St. NE I Duplicate 31 Carson MalUAvalou SE Duplicate x Carson Circuit — Trash Receptacle Installation Route G UM Carson Circuit Trash Recetacle ' 1 1 1 I 1 . " 17 Carson MalUAvaIon SW � 1rGJ 1'1 Duplicate 2 Avalon/213th St SW Duplicate 3 5 Carson/Avalon Carson/Donita SE SE x x Ex 6 Carson/Acarus SE x 7 Carson/Vera SE x S Carson/Martin SE x 9 11 Carson/Wilmiugton Carson/Arnold Center R.d. SW SE x 12 Carson/Bataan SE X 13 Carson/Evonda SE x 14 Santa Fe/Carson NE x is Santa Fe @ Dominguez Park SE x 16 Santa Fe/Dominguez NE R 17 20 Santa Fe/El Presidio ,r 1• ,rr P Del Amo/Rancho fay NE NW x x x x 21 Del Amo/2059 1 x 22 Del Arno/Wilmington INW I Duplicate 23 Del Amo/A NW Duplicate 24 Del Amo/Tajauta NW Duplicate 25 Del Amo/Central NW Duplicate 26 Del Amo/Tillman ... ' , NW Duplicate x x UM Carson Circuit — Trash Receptacle Installation Route H 1 Carson Circuit Avalon/Del Arco NE 'Tr♦a1—soh Receptacle S NO Duplicate 2 Avalon/Elsmere NE Duplicate 3 5 Avalon/189th St. Between Univ. Dr & Loyola Ct { { Avalon/Victoria THE NE Duplicate X x 6 Avalon/Colony Cove (entrance) SE x 7 Avalon/Albertoni NE x 8 Avalon/Walnut INE x 9 Avalon/169th St. l SE x 10 Avalon/Gardena SE x 11 13 15 Alondra/Avalon {OEMx McKinley/Alondra {. ClaudeNisalia SE SW NW i x x x x 16 Hemmingway Memorial Park ' x 17 Avalon/Gardena SW x 18 169th St -/Avalon NW x 19 Ambler/169th St. Ambler Elementar . SW x 20 Sherman/Billings NZ E X 21 Walout/Billings SE x 22 Walnut/Nfettler SE x 23 Avalon/Albertoni SW x 24 Avalon/Harbor Village (entrance) N -W X 25 Avalon/Victoria SW Duplicate 26 j Avalon/184th St. SW Duplicate 27 Avalon/189th St. Towne Elementa_ SQL x I 28 AvalonfE smere NW I x x SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Not applicable. 01G07.0001/255573.3 B_ I lw ,._ EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following Services at the following rates: The amount of $6,317.85 per month, Lip to the maximum Contract Sum, for all Scope of Services. 11. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment upon satisfactory completion of services. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed 537,907.10, as provided in Section 2.1 of this Agreement. M CALIFORNIA ALL- PURPOSE CERTIFICATE OF 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 L0151 On Lk\ before me, r15- (PICA ►`O (Here insert name and title of the orficer) personally appeared , � j A, l i no t2 n �J R_ v' who proved to me on the basis of satisfactory evidence to be the persons whose name(s) is/ar4 subscribed to the within instrument and acknowledged to me that Wshe/tyr6y executed the same in W6her/tb4ir authorized capacity(ie< and that by hg/her/tl�fr signatures on the instrument the personks'j, ars 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. WITNESS my hand and official seal. CHRISTINA M, GALLEGOs k Commission # 2073839 z l;w'a Notary Public - California z ZYo Orange County My Comm. Expires Jul 6, 2018 otary Public Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This farm canrplies with cin rent Cnl�arnia staurtes regarding trotar v u or ding and, DESCRIPTION OF THE ATTACHED DOCUMENT tjneeded, should be canrpleted and attaelred to the document..1c�norrledgnrerrts f•onr other stales ina*v be completed for docunients being sent to that state sa long as the i rording does not require die Califar•rtia netary to violate Caltforrrta notal, lair. (Title or description of attached document) - State and County information must be the State and County where the document signers) personally appeared before the notary public for acknowledgment. ;Title or description of attached document continued} must Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. - The notary public must print his or her name as it appears within his or her Number of Pages Document Date I commission followed by a comma and then your title (notary public). - Print the name(s) of document signer(s) %who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER - Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. ❑ Individual (s) he'shc/:he - is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. ❑ Corporate Officer - The notan seal impression must be clear and photographically reproducible. Impression must not cover tett or lines. If seal impression smudges. re -seal if a (Title) sufficient area permits, otherwise complete a different acknowtedament fom�Q"""'" ❑ Partner(s) - Signature of the notary public must match the signature on filewith the office of the county clerk. - ❑ Attorney -in -Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledament is not misused or attached to a different document. ❑ Other Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity i/� corporate officer, indicate the title (i.e. CEO, CFO, Secretary). t ��? ; .+ t�lrt rjClas�_ r�r, „ - Securely attach this document to the signed document with a staple. AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR BUS STOP CLEANING & MAINTENANCE THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR BUS STOP CLEANING & MAINTENANCE ("First Amendment") by and between the CITY OF CARSON, a general law city & California municipal corporation ("City"), and GOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY, a California 501(c)(3) not for profit corporation ("Consultant"), is effective as of the 1st day of January, 2016. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated July 1, 2015 ("Agreement") whereby Consultant agreed for a sit month period from July 1, 2015 through December 31; 2015 to provide routine cleaning and maintenance services, at 33 identified City bus stop with shelters and at 166 identified bus stops without shelters five days of each week. in exchange for the amount of $6,317.85 per month up to the original maximum Contract Sum of 537,907.10. B. City and Consultant now desire to amend the Agreement for the first time. to extend the tenn of the Agreement for n additional six months, to cover the time period from January 1, 2016 through June 30. 204 This extension of services from January 1, 2016 through June 30, 2016 will be performed for the amount of 56,317.85 per month, in an amount not to exceed 537,907.10 in compensation for extension of services by six months. This extension of services by six months results in a maximum Contract Sum of $75,814.20, with half of that sum previously allocated for the services performed from July 1, 2015 through December 31, 2015 under the original Agreement. TERNIS 1. Contract Changes, The Agreement is amended as provided herein. A. Section 3.4, Term, shall be amended to read as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from July 1. 2015 until .completion of the services but not hast the date of June 30. 2016. except as otherwise provided in the Schedule of Performance (Exhibit "D")." B. Section 2.1, Contract Sum, shall be amended to read as follows: "For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit incorporated herein by this reference, but not exceeding the maximum contract amount of Seventy -Five Thousand. Eight Hundred Fourteen Dollars and Twenty Cents (575.814.20) ("Contract Sum"). C. Exhibit C, Schedule of Compensation, shall be amended in its Section IV as follows: "IV. The total compensation for the Services shall not exceed $75,814.20, as provided in Section 2.1 of this Agreement." 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement 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 this Amendment to the Agreement. I 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, 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 terra 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. 5. Authority. The persons executing this Agreement 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 Agreement on behalf of said party, (iii) by so executing this Agreement. such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST, City Clerk APPROVED AS TO FORINT: ALES51kh WY�TDER, LLP lSunny K. S Mani, City Attorney CITY: CITY OF CARSON, a municipal corporlation /--) . Robles, Ma CONSULTANT: GOODWILL SERVING THE PEOPLE OF LOS ANGELES COUNTY_. a California corporation j Name: Title: Name: 1 - Title: Address: '? OD W, R C, k . L iIC, Fe CA iosb 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. 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 LOS ANGELES tLRn�al��yo5 ''^ On ���.� 201�lbefore me; t k��ti�t na rri• personally appeared ,�o �- Act i'W proved to me on the basis of satisfactory evidence to be the person(g) whose names is/aFe•-subscribed to the within instrument and acknowledged to me that Iilshe/tl�y executed the same in 4rs/her/tleir authorized capacity, and that by Vsther/tbAr signature(k" on the instrument the person(,-}; 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. Z) WITNESS my hand and official seal. CHRISTINA M. GALLEGOS Commission # 2073839 Signature: �, z: Notary Public -California z Z Orange County ' My Comm. Ex fres Jul 6, 2018 OPTIONAL Though the data below is not required by lav, 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 TITLES) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) C SIGNERS) OTHER THAN NAMED ABOVE I 0 CALIFORNIA ALL-PURPOSE ACIKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual w=sigmedthe document to which this certificate is attached, and not the truthfulness, accuracy or validity of that STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 0i 241ff before me, l�personally appeared Varig IACQNproved to me on the basis of satisfactory evidence to be the person(.T) whose names(a) is/W subscribed to the within instrument and acknowledged to me that X/she/thy executed the same in /her/their authorized capacity(ic< and that by �KslherlthXr signature(,aj on the instrument the personW, 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. CHRISTINA M. GALLEGOS Commission # 2073839 Signature.•'�� Notary Public - California z Orange County > N%, Comm Expires Jul 6. 2018 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 ❑ GUARDIANICONSERVATOR _ ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNERS) OTHER THAN NAMED ABOVE n1 nn7 nnn1 J77d:Z:ZF 1