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HomeMy Public PortalAboutC-15-003 - South Bay Center for Counseling Amendment No. 6, Prevention and Aftercare Program Activities/ServicesAMENDMENT NO. SIX TO SUBCONTRACT FOR PREVENTION AND AFTERCARE PROGRAM ACTIVITIES/SERVICES This Amendment No. 6 to the Subcontract for Prevention and Aftercare Program Activities/Services ("Amendment No. 6"), by and between SOUTH BAY CENTER FOR COUNSELING, a nonprofit organization ("Contractor"), and the CITY OF CARSON, a municipal corporation ("Subcontractor"), is effective as of the I" day of January, 2020 ( Contractor and Subcontractor referred to collectively as the "parties," and individually depending on context as a "party"). RECITALS A. The County of Los Angeles ("County") and Contractor entered into that certain agreement entitled Safe Children and Strong Families - Prevention and Aftercare Services (CFDA #93.556), Contract Number 2015-01-016 (the "Prime Agreement"), whereby the County provided certain funding to Contractor for the provision of certain prevention and aftercare services to County residents. B. The Prime Agreement was effective for an initial term of January 1, 2015 through December 31, 2017, with the County having the option to extend the term of the Prime Agreement for up to two additional one-year periods. County then exercised its first option to extend the term of the Prime Agreement through December 31, 2018, and its second option to extend the term of the Prime Agreement through December 31, 2019. C. On December 3, 2019, the County Board of Supervisors adopted an additional extension to the term of the Prime Agreement, from January 1, 2020 through December 31, 2020, with an additional six-month option to extend the term. D. In order to fulfill its obligations under the Prime Agreement, Contractor entered into that certain "Subcontractor for Prevention and Aftercare Program Activities/Services" with Subcontractor (the "Subcontract"), whereby Contractor engaged Subcontractor to perform certain prevention and aftercare services, as described in Section 3.3 of the Subcontract (the "Services") in exchange for compensation in the amount of $60,000 (the "Contract Sum") for the initial one-year term of the Subcontract, from January 1, 2015 through December 31, 2015. E. Pursuant to Amendment No. One to the Subcontract ("Amendment No. One"), effective January 1, 2016, the term of the Subcontract was extended for one year, from January 1, 2016 through December 31, 2016, in exchange for payment of additional compensation in the amount of $60,000, increasing the Contract Sum under the Subcontract from $60,000 to $120,000. F. Pursuant to Amendment No. Two to the Subcontract ("Amendment No. Two"), effective January 1, 2017, the term of the Subcontract was extended for one year, from January 1, 2017 through December 31, 2017, in exchange for payment of additional compensation in the 01007.0001/617344.2 amount of $55,000, increasing the Contract Sum under the Subcontract from $120,000 to $175,000. G. Pursuant to Amendment No. Three to the Subcontract ("Amendment No. Three"), effective January 1, 2018, the term of the Subcontract was extended for one year, from January 1, 2018 through December 31, 2018, in exchange for payment of additional compensation in the amount of $58,825, increasing the Contract Sum under the Subcontract from $175,000 to $233,825. H. Pursuant to Amendment No. Four to the Subcontract ("Amendment No. Four"), effective July 1, 2018, the Contract Sum was increased by an additional $6,175, from $233,825 to $240,000, for the performance of additional Services during the period from July 1, 2018 through December 31, 2018, which include the facilitation of a new social connection group and participation in additional training activities. I. Pursuant to Amendment No. Five to the Subcontract ("Amendment No. Five"), effective January 1, 2019, the term of the Subcontract was extended for one year, from January 1, 2019 through December 31, 2019, in exchange for payment of additional compensation in the amount of $65,000, increasing the Contract Sum under the Subcontract from $240,000 to $305,000. J. Contractor and Subcontractor now desire to amend the Subcontract in this Amendment No. 6 to further extend the Term of the Subcontract by one year, from January 1, 2020 through December 31, 2020, to correspond with the extension of the term of the Prime Agreement, and to increase the Contract Sum by an additional $60,000 for the one year term from January 1, 2020 through December 31, 2020, thereby increasing the total Contract sum from $305,000 to $365,000, and, to ratify the continued provision of services pursuant to the terms of the Subcontract from January 1, 2015 through December 31, 2020. tILD1193 K. 1. Contract Changes. The Subcontract (as amended by subsequent Amendment Nos. One through Five) is amended as provided herein (deletions shown in stitikethrough, additions shown in bold, italics, and underlined). A. Section 2.0 TERMS OF SUBCONTRACT is revised to read as follows: "The terms of this subcontract shall be extended from its original Term commencing on January 1, 2015 and ending on January 31, 2015, and extended first from January 1, 2016 through December 31, 2016 and then from January 1, 2017 through December 31, 2017, and then from January 1, 2018 through December 31, 2018, and their from January 1, 201.9 thouelt December 31, 2019, as follows: the Term is further extended commencing on January 1, 2020, through Deeefnber-1, ''� December 31, 2020, unless terminated earlier pursuant to any of the conditions for termination in the Prime Contract." 01007.0001/617344.2 2 B Section 3.1 of the Subcontract is revised to read as follows: "Contractor shall compensate Subcontractor a total maximum contract sum not to exceed $305,000 5365,000 for the term of this Subcontract to provide the service designated in Section 3.3 of this Subcontract for the following annual periods of the term of this Subcontract: The Maximum Contract Sum for this Contract is For January 1, 2015 through December 31, 2015: For January 1, 2016 through December 31, 2016: For January 1, 2017 through December 31, 2017: For January 1, 2018 through December 31, 2018: For January 1, 2019 through December 31, 2019: For January 1, 2020 throualt December 31, 2020: C. Section 5.0 INSURANCE is revised to read as follows: $305,000 $365,000 $60,000 $60,000 $55,000 $65,000 $65,000 $60, 000" "Without limiting SUBCONTRACTOR's indemnification of COUNTY, and during the term of this Subcontract, SUBCONTRACTOR shall provide and maintain at its own expense the following programs of insurance. Such programs and evidence of insurance shall be satisfactory to the COUNTY and shall be primary to, and not contributing with, any other insurance maintained by the COUNTY. As stated in Section 5.2 Insurance Coverage Requirements for Subcontractors, SUBCONTRACTOR will be endorsed and named as an Additional insured on CONTRACTOR's liability insurance. Certificates or other evidence of coverage shall be delivered to CONTRACTOR and to: And to: Cathy esat Sabrina Silva Program Director South Bay Center for Counseling 540 N. Marine Ave Wilmington, CA 90744 DCFS Contracts Administration 425 Shatto Place, Room 400 Los Angeles, California 90020 prior to commencing under this Contract, shall specifically identify this Contract, and shall contain the express condition that COUNTY is to be given written notice by registered mail at least thirty (30) days in advance of any modification or termination of insurance." 01007.0041/617344.2 2. Continuing Effect of Subcontract. Except as amended by this Amendment No. 6, all provisions of the Subcontract shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 6, whenever the term "Subcontract" appears in the Subcontract, it shall mean the Subcontract, as amended by this Amendment No. 6 to the Subcontract. 3. Affirmation of Subcontract; Warranty Re Absence of Defaults. Contractor and Subcontractor each ratify and reaffmn each and every one of the respective rights and obligations arising under the Subcontract. Each party represents and warrants to the other that there have been no written or oral modifications to the Subcontract other than as provided herein. Each party represents and warrants to the other that the Subcontract is currently an effective, valid, and binding obligation. Subcontractor represents and warrants to Contractor that, as of the date of this Amendment No. 6, Contractor is not in default of any material term of the Subcontract 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 Subcontract. Contractor represents and warrants to Subcontractor that, as of the date of this Amendment No. 6, Subcontractor is not in default of any material term of the Subcontract 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 Subcontract. 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. 6. 5. Authority. The persons executing this Amendment No. 6 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 6 on behalf of said party, (iii) by so executing this Amendment No. 6, such party is formally bound to the provisions of this Amendment No. 6, and (iv) the entering into this Amendment No. 6 does not violate any provision of any other agreement to which said party is bound. ALL OTHER TERMS AND CONDITIONS OF THE SUBCONTRACT REMAIN IN FULL FORCE AND EFFECT. 01007.0001/617M4.2 4 IN WITNESS WHEREOF, the parties hereby have executed this Amendment No. 6 as of the dates set forth below, with the express intent of this Amendment No. 6 being effective as of January 1, 2020. The person(s) signing on behalf of the CONTRACTOR warrants under penalty of perjury that he or she is authorized to bind the CONTRACTOR in this Amendment No. 6. "CONTRACTOR" SOUTH BAY CENTER FOR COUNSELING Dated: , 2020 "SUBCONTRACTOR" CITY OF CARSON Dated: , 2020 C Tax ID # 95-2513547 �5 �1 ATTE T: Gl Donesia L. ause-Aldana. CMC. By: (Le—Aza2 Ln�� Colleen Mooney, Executive Errector : 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 r� On uu , 2020 before me,Tti�PvlwwmN*;� personally appeared %��'►'fl aej , proved to me on the basis satisfactory evident to hose names s re subscribed to the within instrument and acknowledged to me that he /�s Ithey executed the same in his/ a /their authorized capacity(j, and that by Itis/ e their signaturA on the instrument the persoRef, or the entity upon behalf of which the pers034 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. TARA PEARSON Notary Public - California Signature: T *my Los Angeles County Commission A 2306485 Comm. Expires Sep 23, 2023 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 No TITLE(S) TLE YPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES E❑ GUARDIAN/CON$ERV. TO OTHER - UM SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE CERTIFICATE NO. ISSUE DATE GL1-1100 Al CERTIFICATE OF COVERAGE 106/26/2019 HIS 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 CSAC Excess Insurance ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE Authority CERTIFICATE HOLDER. C/O ALLIANT INSURANCE SERVICES, INC. PO BOX 6450 NEWPORT BEACH, CA 92658-6450 PHONE (949) 766-02711 FAX (619) 699-0901 LICENSE #DC36861 Member: CITY OF CARSON ATTN: JANNA PAYNE 701 CARSON STREET CARSON, CA 90745 IMPORTANT: if the certificate holder is an ADDITIONAL INSURED andtor requesting a WAIVER OF UBROGATION, the Memorandums of Coverage must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGE A - CSAC Excess Insurance Authors AFFORDED COVERAGE AFFORDED 16 COVERAGE AFFORDED C COVERAGE AFFORDED D Coverages THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE 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 COVERAGE AFFORDED BY THE MEMORANDUMS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUMS, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF COVERAGE MEMORANDUM NUMBER COVERAGE EFFECTIVE DATE (MWDDIYYYY) COVERAGE EXPIRATION DATE (MMfDDNYYY) LIABILITY LIMITS A X❑ Excess General Liability EIA PE 19 EL -115 07/01/2019 07/01/2020 $2,000,000 X� Auto Liability $1,000,000 Limps inclusive of the Member's Self -Insured Retention of $250,000 Description of Operations/LocationslVehiclesfSpecial Items: AS RESPECTS AGREEMENT BETWEEN CITY OF CARSON (SUBCONTRACTOR) AND SOUTH BAY CENTER FOR COUNSELING AND COUNTY OF LOS ANGELES FOR THE ADMINISTRATION OF THE SAFE CHILDREN AND STRONG FAMILIES PREVENTION AND AFTERCARE PROGRAM SERVICES. COVERAGE FOR SEXUAL MISCONDUCT IS INCLUDED IN THE EXCESS GENERAL LIABILITY LIMITS. SUBJECT TO TERMS, CONDITIONS AND EXCLUSIONS OF THE MEMORANDUM OF COVERAGE. COUNTY OF LOS ANGELES, ITS SPECIAL DISTRICTS, ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL COVERED PARTIES, BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS CONTRACT ARE CONCERNED. Certificate Holder COUNTY OF LOS ANGELES DEPARTMENT OF CHILDREN AND FAMILY SERVICES DCFS CONTRACTS ADMINISTRATION 425 SHATTO PL RM 400 LOS ANGELES, CA 90020 Cancellation SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WIL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE PROVISIONS, AUTHORIZED REPRESENTATIVE CSAC EXCESS INSURANCE AUTHORITY ENDORSEMENT NO. U-1 CSAC EXCESS INSURANCE AUTHORITY GENERAL LIABILITY 1 ADDITIONAL COVERED PARTY AMENDATORY ENDORSEMENT It is agreed that the'Covered Party, Covered Persons or Entities" section of the Memorandum is amended to include the person or organization named on the Certificate of Coverage, but only with respect to liability arising out of premises owned by or rented to the Member, or operations performed by or on behalf of the Member or such person or organization so designated. Coverage provided under this endorsement is limited to the lesser of the limits stated on the Certificate of Coverage or the minimum limits required by contract. ADDITIONAL COVERED PARTY: NAME OF PERSON OR ORGANIZATION SCHEDULED PER ATTACHED CERTIFICATE OF COVERAGE AS RESPECTS: PER ATTACHED CERTIFICATE OF COVERAGE It is further agreed that nothing herein shall act to increase the Authority's limit of liability. This endorsement is part of the Memorandum and takes effect on the effective date of the Memorandum unless another effective date is shown below. All other terms and conditions remain unchanged. Effective Date: Memorandum No.: EIA 19 EL -00 Issued to: ALL MEMBERS Issue Date: June 28. 2019 �vYF� Authorized Representati CSAC Excess Insurance thority PAGE 2 OF 2